Editorial

Despite the financial crisis, 2007 was a good year for CMNE, highlighted by the development of the bank’s business working on behalf of its 1.4 million customers in France and Belgium, and the improvement in its results.

In France, as a result of the fine work carried out by CMNE’s 3000 staff, savings deposits grew by 30%, with a particularly satisfactory year in bank savings; funding the investments of private individuals and professionals was also up by 10%, with finance to businesses rising by 22%, with tight controls on risks. The IARD insurance business also surpassed its targets. To respond to developments in customer requirements, we expanded the range of products and services available directly on the Internet as part of our multi-channel offering. In parallel to this, we also committed ourselves to a refurbishment programme, extending over a number of years and covering the whole of our branch network. In 2008, our aim is to focus on the shape of a new network organisation in order to strengthen its commercial strength, in particular with an eye to serving our professional customers better.

In Belgium, the Group is ahead of its roadmap, with the regional banks in the BKCP network controlled by CMNE Belgium now covering the whole of the country as a result of CMNE taking control of CP Banque, in Wallonia. For the 4-year period ahead, we have adopted a new voluntary development plan based on an approach that combines use of the Internet with the branch network.

We have continued to develop synergies between the Group’s five main business areas in order to provide improved service to all our customers: private

individuals, professionals and businesses. UFG Rem and UFG Alteram have confirmed their status as leaders in their respective areas of expertise, i.e. property investment and alternative assets management.

In total, consolidated net profit for the Group was 129 million EUR, a rise of 16%.

Keen to serve all its customers while meeting expectations ranging from assets management to products and services aimed at reaching disadvantaged parties effectively excluded from the mainstream banking system, CMNE has continued to work through its specialised ‘Caisse Solidaire’ solidarity fund, to create numerous partnerships with community social action centres, as well as with associations and businesses that share the same objectives. The central plank of our next medium-term plan, adopted at the end of 2007, is to continue meeting the bancassurance needs of our customers/shareholders by pursuing our strategy as a distributor of these services through our networks in France and Belgium, as well as designing new products as part of our three specialist business areas: business finance services, insurance and third-party management.

Philippe Vasseur Chairman

Eric Charpentier General Manager

Profile and key figures

CMNE is… The leading European regional bank in the

North of France. The 3rd largest of the 18 regional groups that

make up the Crédit Mutuel Group. CMNE operates in:

- 7 départements in France spread across 3 regions: Nord - Pas-de Calais, Picardy, Champagne-Ardenne,

- Belgium through Crédit Professionnel,

- Luxembourg. A pioneer and leader in bancassurance, itself an

original concept in the banking relationship.

CMNE has a transparent cooperative status: it

is a participative organisation participative that links directors closely with staff members.

Federal departments located in Lille and Arras supporting the network of 173 local branches and 9 business centres dedicated to companies.

A group structured into business areas: - Bancassurance France - Bancassurance Belux - Business Finance - Insurance - Third-Party Management

Key Figures (at 31/12/2007)

› People › Balance sheet (in millions of EUR) Customers and Shareholders (1) 1 155 102 Consolidated total 27 455 Directors 2 013 Statutory equity capital 1 912 Salaried staff 4 024 › Results (in millions of EUR) › Networks Consolidated net banking income 739 Local branches and business centres (2) 298 Consolidated net accounting profit 129 ATMs (3) 332 (group share) › Business (in millions of EUR) › Ratios (AFECEI standard) Outstanding accounting resources 10 378 Operating ratio 73.6% Outstanding financial savings and Insurance

21 809 European solvency ratio 16.0

of which Insurance 7 122 Capital Adequacy Directive 195 Outstanding loans 11 346 Insurance policies (number) 317 432

(1) Customers of the networks in France and Belux. (2) France: 241 bank branches and 9 business centres Belgium-Luxembourg: 48 bank branches (3) Including 11 in Belgium

Locations

Situation at 31st December 2007

Financial organisation chart

Situation at 31st December 2007

Group Organisation

Situation at 31st December 2007

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Bancassurance France

Aim for 2011: “to be the Nº 1 bank for its customers”

Harmonious development of the business to meet the needs of customers better The “price-services” project launched in 2006 has been a significant success with our customers: over 77% of private customers have since taken out a Eurocompte policy, which provides a range of products and services at an attractive rate that is one of the lowest on the market. Launched a little later, the take-up rate by business customers is in excess of 50%.

By becoming members of the Eurocompte club, the bank is able to reward customer loyalty and drive the offering forward, in particular in the areas of consumer loans, financial savings and damage insurance.

Outstanding loans and resources continued to rise, by 12% and 6.4% respectively, boosted by the issue of a bond loan of 60 million EUR. At the end of 2007, market share was 7.82% for loans and 8.56% for account deposits.

The creation of three new locations and the introduction of a new branch design, tested in 2007 and scheduled to be rolled out across the network from 2008, will bring improvements to the services we provide our customers.

Resources

Outstanding resources rose by 6%, to more than 14 billion EUR. In millions of EUR

Deposits 2007 Outstanding resources end 2007

Changes to outstanding resources

2007/2006 Current accounts 63 1 736 +4.5% Bank savings 69 6 177 +2.6% Insurance savings 573 4 813 +11.4% Financial savings 62 1 584 +5.8% TOTAL 704 14 310 +6%

Bank savings resumed their upward trend as a result of the combined effect of customers’ search for a safe haven for their money and the rise in earnings on passbook accounts. Continued withdrawals from housing savings plans benefited passbook accounts.

Financial savings deposits were due mainly to the issue of a 60 million EUR bond loan launched in November and subscribed to in full in under ten days.

Insurance savings increased less rapidly than in previous years, although still at a higher rate than the market average.

2007/2006 Loans Outstanding loans increased overall by 12% for the second consecutive year.

In millions of EUR

Deposits 2007 Outstanding loans end 2007

Changes to outstanding loans

2007/2006 Consumer 578 976 +5.4% Housing 1 703 5 694 +15.4% Business 462 1 710 +5.8% TOTAL 2 743 8 380 +12%

Consumer loans grew by over 5% to approach the one billion EUR level of outstanding loans. This was due to sustained promotion.

Housing loans continued strong growth, rising 15% to 5.7 billion EUR in a stabilising market.

Loans to businesses, associations and communities increased by 6%, with production close to half a billion EUR.

Retail banking results in France rose within the scope of the Caisse Fédérale and the network of local branches. Added to this were the resources groups, Créfidis and Immobilière du CMN, which with the associated SCI property investment partnerships, carry the operating real estate business.

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets at the correct value by result 362 638 284 626 Derivative cover instruments - - Financial assets available at sale 2 730 154 2 304 425 Loans and debts on credit establishments 4 892 190 4 397 615 Loans and debts on customers 8 630 768 7 629 225 Assets held until term 436 336 468 831 Accruals and miscellaneous assets 341 891 333 198 Holdings in equity companies 4 747 4 718 Tangible and intangible fixed assets 105 855 113 969 TOTAL 17 504 578 15 536 607

LIABILITIES 31/12/07 31/12/06 Financial liabilities at the correct value by result 20 822 9 759 Derivative cover instruments 11 285 13 842 Debts to credit establishments 1 309 156 615 847 Debts to customers 8 018 925 7 730 751 Debts represented by a security 5 948 268 5 084 515 Accruals and miscellaneous liabilities 251 055 259 062 Provisions 43 096 66 324 Subordinated debts 154 756 156 800 Minority interests 1 150 1 128 Equity capital excluding result (share of group) 1 652 799 1 521 207 Result for the period (share of group) 93 266 77 372 TOTAL 17 504 578 15 536 607

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06 NET BANKING INCOME 411 683 401 907 Overheads (285 901) (289 673) GROSS OPERATING PROFIT 125 782 112 234 Cost of risk 3 714 (11 398) OPERATING PROFIT 129 496 100 837 Share of result of companies consolidated using the equity method 236 480 Gains or losses on other assets (22) (464) PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS 129 709 100 853 Tax on profits (36 391) (23 432) TOTAL NET PROFIT 93 318 77 421 Minority interests 52 49 NET PROFIT (excluding minority interests) 93 266 77 372 Notes: The increase in NBI (+ 10 million EUR) is due mainly to commissions, with the financial margin remaining stable This increased results from the “services-price” programme begun in 2006 The reduction in general overheads can be explained mainly by: - the settlement of litigation relating to business tax, entered in the accounts and settled in 2006 (4 million EUR) - the reduction in IT equipment leases, with contracts expiring at the end of 2006 and not being renewed until 2008 - tight controls over operating overheads The positive change in the cost of risk (+ 15 million EUR) is mainly due to: - a reduction in customer risk of 5 million EUR - the write-back of provisions on Eurotunnel securities set aside in 2006 (for 3 million EUR), following their exchange, generating a variation of 6

million EUR - write-backs of provisions covering a tax charge on profits arising from a tax audit for 4 million EUR

Bancassurance Belux Aim for 2011: “to be the automatic point or contact for self-employed workers and assets-based customers”

Crédit Professionnel SA

A new phase was entered into regarding the structure and standardisation of the way Crédit Professionnel is organised. - The network covers the whole of Belgium with a

staff of 350 and approximately fifty branches, supplemented by associate agents.

- The Belgian regional banks controlled by CP have now been united under the joint BKCP brand and have a single website at bkcp.be that offers products and services via the Internet. Joint BKCP and CMNE/BCMNE customers can manage all of their accounts in Belgium and France using the same access codes.

- These banks have a single organisation and shared IT platform.

- Major investments were made over the course of the financial year, in particular for the acquisition and restructuring of CP Banque, which joined the group of regional banks controlled by CP SA.

To meet the requirements of its customer base, which is made up of self-employed workers, SMEs and an assets-based clientele, the bank boosted its offering of products and services. Within the scope of CP SA and the regional banks under its control: - Outstanding funds under management rose by over

500 million EUR, excluding the integration of CP Banque, following the launch of a new savings product.

- The rise in headcount can be explained by the addition of CP Banque with 64 staff, offset by an overall reduction of 37.

- Net banking income rose by 4.5 million EUR. This increase is explained by the addition of CP Banque in the scope of consolidation and the drop in interest margins.

- Overheads increased by 14.9 million EUR, due in part to the restructuring.

- Pre-tax profit was 3.5 million EUR.

Nord Europe Private Bank - Outstanding funds increased by more than 20% to

420 million EUR. - Data-processing was outsourced to a new IT tool,

enabling gains in productivity.

The Bancassurance Belux business consists of entities held by the CMNE Belgium holding company: Crédit Professionnel (CP sa), Banque du Brabant, Crédit Professionnel Interfédéral, FKBK, BKCP Securities, BKCP Noord, CP Banque acquired in 2007, NEPB and the resource companies and groups that contribute to the operation of this set of businesses. The contribution that Bancassurance Belux makes to the consolidated accounts of the CMNE Group can be seen from the figures below.

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets at the correct value by result 32 500 38 690Derivative cover instruments 2 884 2 249 Financial assets available at sale 421 462 297 724 Loans and debts on credit establishments 1 147 479 715 098 Loans and debts on customers 1 436 184 1 277 990 Assets held until term 180 535 172 966 Accruals and miscellaneous assets 24 465 22 640 Tangible and intangible fixed assets 64 236 54 160 Goodwill 4 258 4 431 TOTAL 3 314 003 2 585 948

LIABILITIES 31/12/07 31/12/06Financial liabilities at the correct value by result - 47 Derivative cover instruments 270 2 430 Debts to credit establishments 499 439 555 682 Debts to customers 1 888 171 1 059 225Debts represented by a security 586 344 632 895 Accruals and miscellaneous liabilities 25 080 19 858 Provisions 2 867 2 066 Subordinated debts 79 556 83 134 Minority interests 16 679 12 870 Equity capital excluding result (share of group) 213 753 214 420 Result for the period (share of group) 1 844 3 322 TOTAL 3 314 003 2 585 948

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06NET BANKING INCOME 63 218 58 311 Overheads (73 185) (53 804) GROSS OPERATING PROFIT (9 967) 4 507 Cost of risk (2 029) (4 609) OPERATING PROFIT (11 996) (102) Gains or losses on other assets 1 365 868 Variations in value and goodwill 13 373 -PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS 2 742 766 Tax on profits (1 076) 2 561 TOTAL NET PROFIT 1 666 3 327 Minority interests (178) 5 NET PROFIT (excluding minority interests) 1 844 3 322

Notes The integration of CP Banque resulted in the following impacts on the balance sheet: - loans and debts granted to customers: + 205 million EUR, of which 140 million EUR is to be deducted under the heading of loans and debts on

credit establishments, corresponding to fund invested by CP Banque with CP before its integration - financial assets available financiers at sale: + 209 million EUR - debts to customers: + 305 million EUR. Apart from these impacts, the changes can be explained by: - a growth in loans and debts on CP sa credit establishments linked mainly to the increase in funds deposited across regional banks and reinvested - with the CMNE Caisse Fédérale - an increase in debts to customers In the profit-and-loss account, the main impacts linked to the entry of CP Banque into the scope of consolidation are as follows: - NBI: + 7.3 million EUR - Overheads: + 6.7 million EUR, including the provision for restructuring costs. In addition to these impacts, NBI was affected by the increase in

the cost of resources of CP sa. - The cost of risk benefited from the write-back of provisions linked to the harmonisation of methods within the business area and an increase in

the quality of data. The variations in the value of goodwill recorded in 2007 are the result of the acquisition of the regional bank, CP Banque.

Business Finance Aim for 2011: “to be the first-choice banking partner for SMEs / SMIs”

BCMNE BCMNE continued to assist SMEs in their development by playing an active part in funding their investments, increasing its revenue from this type of financing by 18% to 104 million EUR.

BCMNE also continued its efforts aimed at managing its customer base and boosting international operations. The bank undertook a cross-border programme designed to facilitate the development of SMEs in Belgium, where it also has the support of the Crédit Professionnel network, a CMNE Group subsidiary.

In millions of EUR APPLICATION OF FUNDS (average outstanding) 2007 2006

Short Term 113 104 Medium and Long-Term Loans 337 329 TOTAL LOANS 450 433 Commitments by Signature 45 46 TOTAL APPLICATION OF FUNDS 495 480

Outstanding short-term loans increased by 9%, despite the increased outsourcing of factoring or Dailly disposals proposed by the specialised business entities in the CM/CIC group. Outstanding medium and long-term funding rose by 2.4%. Security bonds and other commitments by signature fell very slightly to 45 million EUR.

Outstanding resources received exceeded 1.5 billion EUR thanks in particular to the significant growth in financial savings deposits from institutional investors. The social and salary-based savings business continued at a very encouraging rate.

Net banking income rose slightly by 1.3%. Overheads were well contained at + 1.3%, while cost of risk fell significantly to 0.7 million EUR. Gross operating profit rose slightly by 1.7%, to 10 million EUR.

After an exceptional profit associated with the transfer of the “institutional investors” business to the UFG Group, net profit was 8.8 million EUR, up 2.4%.

BAIL ACTEA Revenue generated by Bail Actea grew by 17% to 371 million EUR. Income from the networks rose by 16% to 35 million EUR for CMNE and by 3% to 29 million EUR for BCMNE. Revenue from the medical/health sector was 23 million EUR for the second year in a row, or practically double what it as for the year before that.

Outstanding financial funds under management increased by 15% to 715 million EUR. Net banking income was 15.8 million EUR, while net pre-tax profits were 4.2 million EUR, up 24%.

BAIL IMMO NORD, BATIROC NORMANDIE The revenue generated by Bail Immo Nord and Batiroc Normandie reached 52 million EUR, a rise of 8%.

Competition remained fierce in the face of moderate growth in SME investments. Against this background, the overall volume of revenue was generated through a number of major clients.

Outstanding financial funds, net of subsidies and buyer advances, increased by 12.5% to 207 million EUR.

The positive conclusion of several ad hoc transactions helped boost NBI by 23% to 5.4 million EUR and net profit by 31% to 1.3 million EUR.

Business Finance is part of the BCMNE holding company which, in addition to its banking business for SMEs and SMIs, owns companies that specialise in property and real estate leasing transactions: Bail Actéa, Bail Immo Nord, Batiroc Normandie and Normandie Partenariat. The accounts for SDR Normandie (which handles the extinctive management of debts recorded in its assets) round out this group of companies and contributed 0.7 million EUR to the consolidated profit at 31st December 2007 (1.4 million EUR in 2006).

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets at the correct value by result 3 2 Financial assets available at sale 16 267 21 126 Loans and debts on credit establishments 99 445 59 789 Loans and debts on customers 1 404 379 1 306 515 Assets held until term - - Accruals and miscellaneous assets 30 119 45 170 Tangible and intangible fixed assets 1 094 1 106 TOTAL 1 551 307 1 433 708

LIABILITIES 31/12/07 31/12/06 Financial liabilities at the correct value by result 3 11 Derivative cover instruments - 107 Debts to credit establishments 1 121 373 955 330 Debts to customers 167 431 200 771 Accruals and miscellaneous liabilities 92 102 106 855 Provisions 639 1 038 Minority interests 42 54 Equity capital excluding result (share of group) 158 065 161 124 Result for the period (share of group) 11 651 8 418 TOTAL 1 551 307 1 433 708

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06

NET BANKING INCOME 38 615 37 523 General overheads (21 514) (20 534) GROSS OPERATING PROFIT 17 101 16 989 Cost of risk (867) (4 450) OPERATING PROFIT 16 234 12 539 Gains or losses on other assets 1 103 (5) PRE-TAX PROFIT 17 337 12 534 Tax on profits (5 685) (4 114) TOTAL NET PROFIT 11 652 8 420 Minority interests 1 2 NET PROFIT (excluding minority interests) 11 651 8 418

Notes: The small rise in NBI was the result of financial margins and commissions which struggled to make progress against an increasingly competitive background affecting BCMNE in particular. Cost of risk benefited from a favourable economic climate, resulting both in lower allocations, as well as recoveries of debts; elsewhere, Bail Actea accounts included a provision of over 1 million EUR in 2006 associated with a fraud suffered by several banking groups. Gains on other assets relate to the transfer of part of the “institutional investors” business by BCMNE to the UFG group.

Insurance Aim for 2011: “to be a multi-channel regional European insurance group” The insurance arm of the business proceeded with the capital reorganisation of its companies, resulting in a new organisation chart at 31st December 2007: the Caisse Fédérale of CMNE now holds 100% of NEA, which in turn owns 100% of most subsidiaries, with the exception of ACMN Iard, which is shared 49% with the Crédit Mutuel Centre Est Europe group, Pérennité Entreprises which is shared 10% with Taitbout Pluriel and Vie Services which is shared 23% with Linedata.

In a market that fell by 1.2% overall and 3% for life, NEA maintained its level of business, with outstanding business increasing in life insurance. Returns benefited from good performances in real estate, with 6.5% net, alternative management by almost 8% on average and from structured products.

The many awards gained by NEA in 2007 included 3 policies rated among the 20 best in the market: Abivie, Hédios Vie and Horizon Patrimoine:

ACMN Vie Offsetting the success in accounting savings deposits within the Group, both in France and in Belgium, ACMN Vie’s turnover fell to 830 million EUR, despite the sharp upturn of business in partnership with distributors outside the Group. The share of account units in overall revenue was 21%, settling in stock at 18.5%. Net profit rose by 51% to 37.8 million EUR.

La Pérennité Turnover rose sharply, by 40%, to 242 million EUR, as a result of the successful partnership with Skandia. The rationalisation of portfolios, in particular through Fourgous conversions, continued in 2007.

The company recorded a loss of 20 million EUR as the result of the 38 million EUR correction made to accounts to cover the minimum regulatory contribution to the profits of policyholders.

ACMN IARD Turnover continued to rise, up by 5% to 106 million EUR. The amount of new business and stock continued to increase, improving both the equipment level and market share. Net profit was up by 4%, to 8.6 million EUR, thanks in particular to a beneficial level of car-related claims, which was again favourable.

NELL Turnover rose by 5% to 56 million EUR, mainly with the BKCP network. Outstanding funds under management increased by 52%. General overheads were kept under control, with a ratio that continues to improve beyond the target set in the initial business plan. Net profit was 0.3 million EUR.

CMNE’s Insurance business is made up of entities owned by the Nord Europe Assurances (NEA) holding company: ACMN IARD, ACMN Vie, La Pérennité, CPBK Ré, Nord Europe Life Luxembourg, Courtage Crédit Mutuel Nord Europe, Pérennité Entreprises and Vie Services. The overall financial contribution made by the Insurance business to the CMNE Group is shown by the figures below.

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets at the correct value by result 5 935 293 5 298 505 Financial assets available at sale 1 919 716 1 795 207 Loans and debts on credit establishments 26 672 17 788 Loans and debts on customers 40 377 18 815 Assets held until term - - Accruals and miscellaneous assets 60 393 101 418 Tangible and intangible fixed assets 6 408 6 480 Goodwill 5 640 5 640 TOTAL 7 994 499 7 243 853

LIABILITIES 31/12/07 31/12/06 Debts to credit establishments 19 287 57 909 Debts to customers 35 861 36 210 Accruals and miscellaneous liabilities 345 067 484 140 Technical provisions from insurance policies 7 125 577 6 304 658 Provisions 5 409 4 277 Subordinated debts 138 000 46 000 Minority interests 20 670 30 345 Equity capital excluding result (share of group) 283 716 244 646 Result for the period (share of group) 20 912 35 669 TOTAL 7 994 499 7 243 853

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06 NET BANKING INCOME 85 285 101 683 General overheads (45 038) (38 463) GROSS OPERATING PROFIT 40 247 63 220 Cost of risk - - OPERATING PROFIT 40 247 63 220 Gains or losses on other assets - - PRE-TAX PROFIT 40 247 63 220 Tax on profits (15 446) (22 016) TOTAL NET PROFIT 24 801 41 204 Minority interests 3 889 5 535 NET PROFIT (excluding minority interests) 20 912 35 669

Notes: As was the case for the market as a whole, turnover for the NEA business fell slightly (-1%). The outstanding funds managed in the balance sheet are carried mainly by ACMN Vie.

The clear-cut fall in net banking income, made up of the margin on insurance business, is linked to the correction of the 31 million EUR error recorded in the company accounts for La Pérennité. This correction covers the minimum regulatory contribution to the profits of policyholders, the calculation for which has to be carried out without taking account of the section principal, whereas La Pérennité has been doing it by section since 1999. Taking this transaction into account and applying the rule of shadow accounting, the change in NBI is the result of a combined effect: - an increase in margins for the insurance business (+70 million EUR); this margin is net of commissions paid to group entities included in the

consolidation - a reduction in gains on the portfolio valued at the correct value by result: (-85 million EUR) The rise in general overheads can be explained in the main by: - the increase in staff overheads as the result of appointments made in 2006 and 2007 - the increase in IT costs associated with projects underway

Third-Party Management Aim for 2011: “to be a benchmark player in every segment for assets management”

The synergies generated by its consolidation in June 2006 with the third-party management entities of CMNE, as well as the exceptional development of alternative products via its UFG Alteram subsidiary, enabled the UFG Group to generate record revenues of 2.5 billion EUR in OPCVM and SCPI (OPCVM = undertakings for collective investment in transferable securities; SCPI = non-trading property investment

trust), which places it among the market’s leading players in terms of revenue. Outstanding funds managed and advised on rose by 22% to 21 billion EUR by the end of 2007. This was achieved despite difficult conditions on the money markets and the markets for third-party management. Net profit was 37.9 million EUR, an increase of 60%, which made a significant contribution to CMNE’s good results.

UFG REM Real Estate Managers UFG REM continued to market SCPI products successfully, remaining the national leader with 5.3 billion EUR under management, or 30% of the outstanding SCPI in the sector and growth of 24% in one year. It also received accreditation to manage OPCIs. The revenue of 680 million EUR represents 37% of all revenue in the sector. Every one of the products in the SCPI real estate range in the service sector recorded a performance of between 10 and 15%. UFG REM continued with the development of its Property Management business, with the acquisition of CLS. It also created an autonomous arm, UFG PM, to group the various companies in the business. Profit was 10.4 million EUR, up by 42%.

UFG Partenaires 2007 was also a record year for UFG Partenaires, with revenue in excess of 1 billion EUR and net profits of 4.2 million EUR, a rise of 56%. Revenue included 63% from SCPI products, 16% from insurance, 9% from OPCVMs, 6% from FCPI/FIP investment funds and 5% from transactions on direct real estate and works of art. Alternative OPCVMs benefited from excellent positioning on the main distribution platforms.

UFG Private Equity Private Equity funds (FCPR and FCPI capital investment funds) continued their investment strategies. Two new products were launched, enabling UFG PE to double its outstanding funds under management to 260 million EUR thanks to revenue of 65 million EUR in FCPI and FIP tax-exempt products. Net profit was 2.2 million EUR.

UFG Alteram Alternative assets management Outstanding funds in alternative assets management rose by 62% to more than 3.5 billion EUR thanks to record revenue of 1.2 billion EUR, 61% of which came from dynamic cash products and 23% from arbitrage products. In a growth market, up by 42%, UFG Alteram demonstrated the quality and consistency of its management across its entire range of products. Fitch Ratings raised its rating for UFG Alteram to Investment Process “IP2” for its alternative assets management process in November 2007. At the end of 2007, a number of these products were placed in the top ten per cent of the main rankings: Alteram Trésorerie Plus, 2nd over 12 months (Europerformance – Trésorerie Alternative) – Alteram Asia, 1st over 12 months (Europerformance – Long short Equity), etc. It was a record year for Alteram, with profits at 11.9 million EUR – up 79%.

UFG IM Investment Managers Outstanding funds under management and advised on rose 11% to 11.4 billion EUR, with the majority of revenue being generated for the collective management on the assessment of short-term regular and dynamic cash products. Commercial development continued with the acquisition of BCMNE’s institutional client base. Revenue from OPCVM products was 274 million EUR, made up of 236 million from cash funds and bonds, 57 million from profiled products and 51 million from assets multi-management, with outgoings of 71 million EUR spent on share strategies. Outstanding UFG IM OPCVM funds under management were 4.8 billion EUR compared with 4.3 billion at the end of 2006. This was made up mainly of rate funds (54%), shares and multi-management funds (31%) and profiled funds (12%). Outstanding funds under management were 6.7 billion EUR compared with 5.9 billion at the end of 2006. Profit was 6.8 million EUR, an increase of 22%.

UFG IM received two awards last year:

Pyramids 2007 for Investment Advice - Morningstar Cambacérès Risques received the Bronze Pyramid award in the category for ‘Actions France Grandes Cap’ (November 2007).

Trophies 2007 Le Revenu UFG IM received the silver trophy from Le Revenu magazine for its “diversified” range over 3 years.

The Third-Party Management business now operates as part of the UFG Group holding company, whose main holdings are UFG Real Estate Managers (UFG REM), UFG Partenaires, UFG Property Management (UFG PM - formerly Sogindo), UFG Investment Manager (UFG IM), UFG Alteram and UFG Private Equity (UFG PE). At the end of 2007, UFG PM acquired CLS and its holdings in GESNOV, SOGETEX and SL2A.

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets available at sale 73 495 19 015 Loans and debts on credit establishments 20 627 51 033 Loans and debts on customers 6 610 19 723 Assets held until term 172 - Accruals and miscellaneous assets 69 182 38 854 Holdings in equity companies 97 92 Tangible and intangible fixed assets 24 968 20 124 Goodwill 12 230 5 513 TOTAL 207 381 154 354

LIABILITIES 31/12/07 31/12/06 Debts to credit establishments 5 513 31 289 Debts to customers 200 3 136 Accruals and miscellaneous liabilities 97 238 49 320 Provisions 2 517 2 511 Minority interests 13 120 8 501 Equity capital excluding result (share of group) 57 782 40 650 Result for the period (share of group) 31 012 18 947

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06 TOTAL 207 381 154 354 NET BANKING INCOME 196 528 153 971 General overheads (139 894) (118 649) GROSS OPERATING PROFIT 56 634 35 322 Cost of risk 3 (726) OPERATING PROFIT 56 637 34 596 Share of profit from equity companies 5 (2) Gains or losses on other assets 6 - PRE-TAX PROFIT 56 648 34 594 Tax on profits (17 918) (11 734) TOTAL NET PROFIT 38 730 22 860 Minority 7 718 3 913 NET PROFIT (excluding minority interests) 31 012 18 947

Notes: The increase in goodwill entered in the assets is the result of CLS being included in the consolidation. The change in NBI is linked to the remarkable increase in turnover generated by the Third-Party Management business, which resulted in a rise in outstanding funds under management and commissions received. The change in general overheads relates as much to staffing costs (resulting from appointments made in 2006 and 2007) as it does to operating costs.

Miscellaneous Services and Businesses This area of business encompasses all business activities not part of the Group’s strategic professions: SIPN (consolidated base including the real estate non-operating business), CMN Tel, Euro Information, Financière Malesherbes, Financière Nord Europe, Sicorfé SNP, Sicorfé Maintenance, Transactimmo, Actea Environnement and CMNE Environnement. The contribution made by these various businesses is summarised as follows:

IFRS consolidated accounts in thousands of EUR ASSETS 31/12/07 31/12/06

Financial assets available at sale 52 920 53 896 Loans and debts on credit establishments 957 1 404 Loans and debts on customers 888 888 Accruals and miscellaneous assets 5 802 5 037 Holdings in equity companies 49 878 42 578 Tangible and intangible fixed assets 29 059 26 874 Goodwill 724 724 TOTAL 140 228 131 401

LIABILITIES 31/12/07 31/12/06 Financial liabilities at the correct value by result - 789 Derivative cover instruments - - Debts to credit establishments 18 649 20 445 Debts to customers - - Accruals and miscellaneous liabilities 4 330 1 687 Provisions 1 202 150 Subordinated debts 5 015 5 015 Minority interests 133 130 Equity capital excluding result (share of group) 104 642 95 087 Result for the period (share of group) 6 256 8 098 TOTAL 140 228 131 401

PROFIT-AND-LOSS ACCOUNT 31/12/07 31/12/06 NET BANKING INCOME 8 087 8 765 General overheads (8 061) (5 779) GROSS OPERATING PROFIT 26 2 986 Cost of risk (15) (16) OPERATING PROFIT 11 2 970 Share of profit from equity companies 6 801 5 717 Gains or losses on other assets - (91) PRE-TAX PROFIT 6 812 8 596 Tax on profits (534) (470) TOTAL NET PROFIT 6 278 8 126 Minority interests 22 28 NET PROFIT (excluding minority interests) 6 256 8 098

Notes: The increase in general overheads results from the fulfilment of commitments made by Sofimpar in the context of guarantees given on the disposal of property carried out during previous accounting periods.

Balance sheet total Remuneration of company shares Shares in the local branches, constituting the capital of the CMNE Group, are held exclusively by the shareholders.

There are 3 types of share: - A shares, non-transferable, with a face value of

1 EUR, - B shares, which may be traded, with a face value of

1 EUR, - F shares, which may be traded giving a notice period

of 5 years, with a face value of 500 EUR.

A shares receive no remuneration; B and F shares receive an amount of remuneration set by the general meeting of shareholders of each local branch, within the limits laid down by the articles of association of the Cooperation and in accordance with the directives decreed by the Federal Board of Directors. In 2007, the remuneration for B shares was 3.013%, which it was 4.562% for F shares.

Consolidated accounts at 31/12/2007

in thousands of EUR

Contribution

to GBI 2006

Contribution to GBI 2007

Contributionto GOP

2006

Contributionto GOP

2007

Contributionto the

consolidated result 2006

Contribution to the

consolidated result 2007

Contributionto the

consolidated balance

sheet total 2006

Contributionto the

consolidated balance

sheet total

Bancassurance France 401 907 411 683 112 234 125 781 77 373 93 266 15 536 607 17 504 578 Bancassurance Belux 58 311 63 218 4 507 -9 967 3 322 1 843 2 585 948 3 314 003 Business Finance 37 523 38 615 16 989 17 101 8 418 11 651 1 433 708 1 551 307 Insurance 101 683 85 285 63 220 40 247 35 669 20 912 7 243 853 7 994 499 Third-Party Management 153 971 196 528 35 322 56 634 18 946 31 012 154 354 207 381

Miscellaneous Services and Businesses 8 765 8 087 2 986 26 8 098 6 256 131 401 140 228

Offsets between business areas -75 957 -64 737 -41 697 -34 650 -40 933 -35 984 -2 440 322 -3 257 283

TOTAL 686 203 738 679 193 561 195 172 110 893 128 956 24 645 549 27 454 713

Equity capital and risk management

Equity capital

In application of the provisions of CRBF regulation n° 2000-03, networks of establishments with a central body must comply with management ratios on a consolidated base (market risks and credit risk, major risks, shareholdings, internal auditing).

The consolidating entity and Crédit Mutuel Nord Europe’s scope of prudential monitoring are identical to those used for the Group’s consolidated accounts. Only the method of consolidation changes, in particular for the insurance companies, whose accounts are consolidated by total integration and prudentially using the equity method. This principle is identical to the one applied by the other entities in the Crédit Mutuel – CIC group.

The overall cover ratio defines the amount of equity capital needed to cover credit and market risks. Overall equity capital corresponds to the sum of the base equity capital (a hard core that includes super-subordinated securities of unspecified duration) and additional equity capital (including cashflow and profit and classic subordinated securities of unspecified duration), as well as regulatory deductions (certain holdings in financial establishments that are not consolidated or accounted for using the equity method).

CMNE calculates the overall cover ratio for equity capital on the basis of IFRS consolidated accounts, using the prudential method. Book equity capital is

withdrawn to take account of the effect of prudential filters, which are designed to reduce the volatility of equity capital induced by international standards, in particular through the introduction of correct value. CMNE also complies with the declaratory obligations created by the European Directive that applies to conglomerates. One of the results of this is the additional monitoring of cover by equity capital consolidated from the combination of the requirements of banking equity capital and the solvency margin of insurance companies. This monitoring also has an effect on measuring other management standards, with the difference of accounting for the consolidated entities in the insurance sector using the equity method being eliminated from base equity capital.

CMNE complies with all of the regulatory ratios to which it is subject.

In millions of EUR 31/12/06 31/12/07 Base equity capital (Tier One) 1 756 1 890 Additional equity capital 30 22 Further additional equity capital - - Weighted risks 10 425 11 943 Overall ratio 17.13% 16.01% Tier One ratio 16.84% 15.82%

Unaudited figures

Risks As the result of a far-reaching reorganisation conducted in 2006, the CMNE Group now has an internal audit organisation that clearly separates operating audits from non-operating audits, as well as ongoing auditing from periodic auditing. This organisation, which was first introduced to the Group’s banking entities – Caisse Fédérale, BCMNE, BKCP – was extended in 2007 to the insurance and third-party management structures. A team of 4 is dedicated to ongoing audits and compliance under the responsibility of the Deputy General Manager in charge of Institutional Affairs, while 35 are responsible for conducting periodic audits under the responsibility of the Inspector General. The CMNE Group also equipped itself in 2007 with a reference document dealing with the policy to be

applied to risk management. This document was submitted to the Board of Directors for approval. It deals with the general principles that govern this policy and their application to the Bancassurance France business, as well as principles specific to the management of credit risks, financial risks and operating risks. It is supplemented by a section dealing with internal audits. This reference document is also used in the Group’s other business areas. The quality of CMNE’s consolidated balance sheet contributed to Standard & Poor’s awarding the Crédit Mutuel – CIC Group ratings of “AA-, stable outlook” for the long term and “A1” for the short term. These ratings were reiterated in February 2008. Also, the independent rating for CMNE issued by Fitch Ratings was confirmed in August 2007 as “A+, stable outlook” for the long term and “F1” for the short term.

> Credit risks The granting of loans has to go through a specific procedure at Crédit Mutuel Nord Europe. Beyond the delegation of powers granted to the managers of local branches, the Loans Committee for each branch, made up of directors and the manager, meets every week to rule on applications. If an application exceeds the threshold of 500 000 EUR or is subject to special terms, it has to be analysed by the Caisse Fédérale’s Credit Department and is submitted to the Federal Loans Committee.

In Belgium, loan applications in excess of 650 000 EUR are granted by the group’s Management Committee only. For Business Finance, an overall limit per counterparty or group of counterparties has been set at 30 million EUR. Items with a unit value higher than 150 000 EUR require a decision from the Committee.

For Bancassurance France and Business Finance, internal ratings in line with the principles set by Basle II are in place for customers from the various markets.

These ratings are taken fully into account in the process of customer follow-up. Alongside the usual criteria, the rating is now incorporated as part of the parameters used to set the pricing for loans. The rating is also a determining component for the system of assignment when it comes to granting support.

For Bancassurance Belux, taking ratings into account depends very largely on the level of IT integration underway in the various regional banks. For banking in France, which represents 89% of the Group’s outstanding loans (local branches, Caisse Fédérale and Business Finance), the way outstanding loans are broken down by rating category and rating algorithm is as follows: - Ratings equal to or above C-, which represents the

best customers, total 79% to 93%, - Ratings between D+ and E+, which represent

healthy loans with a fairly high risk profile, total 5% to 20%,

- Doubtful (E-), compromised doubtful (E=) and bad loans (F), total 1% to 4%.

in thousands of EUR

Quality of risks 12/12/07 331/12/06

Debts written down individually 353 889 329 114

Provisions for individual write-downs -235 452 -213 796

Collective provision for debts -7 821 -13 843

Overall level of cover 68.7% 69.2%

Level of cover (individual provision only) 66.5% 65.0%

in thousands of EUR 31/12/07

Payment arrears Less than 3 months

3 to 6 months

6 months to 1 year

More than 1 year Total

Debt instruments 0 0 0 0 0 Loans and advances 352 115 54 569 26 401 1 437 434 522 Retail customers (total debts) 352 115 54 569 26 401 1 437 434 522 TOTAL 352 115 54 569 26 401 1 437 434 522 of which actual non-payment on due date 12 535 3 830 2 794 520 19 679

in thousands of EUR Follow-up of credit risks 31/12/07 31/12/06 Variation Loans and debts Credit establishments 3 732 054 3 494 675 237 379 6.79% Customers 11 589 712 10 382 062 1 207 650 11.63% Gross exposure 15 321 766 13 876 737 1 445 029 10.41% Provisions for write-downs -243 273 -241 864 -1 409 0.58% Credit establishments 0 -14 225 14 225 ns Customers -243 273 -227 639 -15 634 6.87% Net exposure 15 078 494 13 634 873 1 443 621 10.59% Finance commitments given Credit establishments 57 801 51 600 6 201 12.02% Customers 1 084 348 949 665 134 683 14.18% Guarantee commitments given Credit establishments 162 085 252 877 -90 792 -35.90% Customers 342 616 148 726 193 890 130.37% Provision for risks Net exposure 1 646 850 1 402 868 243 982 17.39% Debt securities Government securities 416 720 403 929 12 791 3.17% Bonds 5 987 462 5 287 850 699 612 13.23% Derivative instruments 10 351 4 473 5 878 131.40% Pensions & loans of securities 0 0 0 ns Gross exposure 6 414 533 5 696 252 718 281 12.61% Provision for write-downs of securities -5 -2 527 2 522 -99.80%

Net exposure 6 414 528 5 693 725 720 803 12.66%

> Market risks Management of the group’s refinancing is centralised at the Caisse Fédérale of Crédit Mutuel Nord Europe. The dealing room at Crédit Professionnel in Brussels was closed in November 2006 on account of the low number of transactions being handled. Since then, the CMNE dealing room in Lille has been handling transactions for both Crédit Professionnel and the regional bank it controls. The back-office side of these transactions is also handled in Lille.

There are two types of transaction handled by the Group Treasury Department: - One: the aim of the group’s medium and long-term

refinancing transactions is to protect the intermediation margin based on figures for the risk rate and liquidity analysed by the Finance Committees for each entity in the Group.

- Two: arbitrage transactions structured to generate only a marginal risk while still extracting their profitability from the taking of a counterparty risk and a liquidity risk.

Structural management transactions on the balance sheet as well as arbitrage transactions in the dealing room, come under the tight control of the Group’s Finance Committee and are the subject of individual reports that are merged to measure the liquidity risk.

Counterparty risk

At the proposal of the Risk Department, counterparty limits are agreed by the Group’s Finance Committee. The methodology used to define risks is based on the internal rating of major counterparties, as redefined by Crédit Mutuel’s National Confederation within the context of Basle II ratification. The centralisation of CMNE’s risk through the overall control of risk in turn feeds the centralised counterparty risk management for the whole Crédit Mutuel-CIC Group.

Also, the type of subscribers of the debt instruments issued by CMNE are subject to an in-depth analysis to determine the risk of concentrating on the Group’s main borrowers.

The Federal Board of Directors has approved the following nominal unit risk limits for the CMNE Group: - State risk: 50% of consolidated equity capital - Bank risk: 40% of consolidated equity capital - Corporate risk: 10% of consolidated equity capital These limits are for A+ risks and are then scaled down based on the rating of the counterparties.

The counterparty risk for the whole of the CMNE Group, banking and insurance combined, can be broken down as follows:

Market risk

Market risk is inherent to the arbitrage transactions carried out by the Group Treasury Department as part of its own management. These transactions, which are carried out in a specific context defined by the Group’s Finance Committee, are the subject of a report submitted monthly to the Committee, as well as to General Management.

Arbitrage transactions, which are carried out based on terms of between three months and three years, consist of buying negotiable credit instruments or variable-rate or fixed-rate bonds converted into variable rates through rate swaps, financed by the regular issue of investment certificates with terms at the outset of between one and six months. The average outstanding amount in this arbitrage portfolio is 1.3 billion EUR, representing a level of consumption of equity capital of 28 million EUR.

The brief nature of the securities purchases (90% are equal to or less than one year) in itself provides strong insurance against market risks in the sense of regulation 95-02. The risk rate is practically zero and the liquidity risk is monitored very closely as part of overall liquidity risk management.

However, longer securities suffered from the widening of spreads seen during the second half of 2007. These carried a latent loss of 3.8 million EUR at 31st December, impacting equity capital under the IFRS standard. At 29th February 2008, this latent loss was 6.4 million EUR.

The market value of the portfolio of shares, juxtaposed with equity capital, was 172 million EUR at 31st December 2007. The portfolio is made up of a 76 million EUR holding in CIC, equivalent to less than 1% of the capital, as well as a group of collective investment funds (OPCVM) representing investments made on behalf of CMNE and BKCP valued at 29 million EUR. The outstanding funds on these OPCVMs are guaranteed in capital.

Other investments made on our own behalf in collective products (rate products, alternative management or shares in real estate management companies (SCPI)), represented a total of 358 million EUR. There were no speculative foreign exchange transactions. CMNE also holds a portfolio of structured securities valued at 222 million EUR (including 500 000 EUR of sub-prime loans), carrying latent losses of 7.8 million EUR, of which 2 million EUR has an impact on the profit-and-loss account. The balance of latent losses impacts neither the profit-and-loss account nor the equity capital, because they correspond to securities held until term. At 29th February 2008, the share portfolio had a market value of 160 million EUR, of which 63 million was for CIC. Other investments made on our own behalf still represent 358 million EUR. The portfolio of structured securities includes 11.6 million EUR of latent losses, of which 5.8 million EUR have an impact on the profit-and-loss account.

Rate risk The aim of risk rate management is to protect the margin generated by the various activities of the banking arm of the business. Each company within this area of business

has its risk analysed by a specific Finance Committee on a quarterly or six-monthly basis, depending on the size of the company or the inertia of its balance sheet structure. The Committee for each company decides on the implementation of rate cover, such as liquidity.

Since 2005, the CMNE Group has measured the rate of risk using the sensitivity of the net interest margin (NIM) and the sensitivity of the net present value (NPV). The latter of these makes it possible to measure overall risk in the sense of regulation 97-02 and the Basle II regulations. These measurements have regulatory (NPV) or management (NIM) limits, based on the recommendations of the Crédit Mutuel’s National Confederation and the Banking Commission.

These limits are as follows and are applied identically to all of the banking subsidiaries in the Group. - NPV: a linear movement in the rate curve of 200 bp

may not represent more than 20% of equity capital. The equity capital retained must be consistent, in terms of consolidation, with the risk rate basis analysed.

- NIM: a linear movement in the rate curve of 100 bp must not induce sensitivity in excess of 5% of net banking income for the consolidation being analysed for the year underway and for the two subsequent years. Added to this limit is a risk indicator equivalent to 10% of the NIM for the consolidation being analysed for the year underway and for the three subsequent years.

These limits were complied with at all times in 2007, with an NPV sensitivity of between 2.9% and 6.2% and a NIM sensitivity of between 0.2% and 2.7% for each quarter observed.

Liquidity risk Measured in careful detail at the end of each calendar quarter for the whole of the Group’s banking business, including treasury activities and over the coming two years, the need for liquidity is set against the Group’s borrowing capacity in a stress situation for which the main elements are the ability to issue CDs reduced to 80% of the average outstanding debt for the previous 12 months and the capacity to issue medium-term notes reduced to 70% of the deadlines falling due during the analysis period, with the terms of the notes limited to two years. Added to this ability to issue are financial assets that can be realised rapidly: equity portfolios, OPCVM products and bonds.

The Group Finance Committee approved the principle that a period of two years was sufficient to proceed with a strategic review of the Group’s business in the event of there being a significant discrepancy between the development plan and its consequences in terms of liquidity. If this situation were to occur, the period would be used either to seek out new resources or to place strong constraints on certain lines of development that consume particularly large amounts of liquidity.

Over the period ahead analysed, the liquidity risk may not be greater than the capacity to borrow and realise assets. This limit was complied with throughout 2007.

Liquidity risk

in thousands of EUR 31/12/07

Residual contract maturity terms ≤ 1 month

>1 month ≤ 3

months

> 3 months ≤ 1 year

> 1 year ≤ 2

years

> 2 years ≤ 5

years >

5 years Unspecified term Total

Assets

Financial assets held for transaction purposes 10 337 0 0 0 0 0 255 170 265 507

Financial assets shown at their correct value through the profit-and-loss account

0 0 0 0 0 127 237 0 127 237

Derivatives used for cover purposes (assets) 1 0 0 0 0 0 0 1

Financial assets available at sale (without analysis and by holding) 249 718 352 515 818 317 133 945 236 211 68 332 614 184 2 473 222

Financial assets available at sale (analysed by type of security) 0 0 0 0 0 0 121 318 121 318

Loans and debts

(including finance leasing contracts) 1 382 552 835 627 1 456 160 1 305 267 2 970 586 6 945 709 290 730 15 186 631

Assets held until term 500 1 932 242 788 49 390 42 447 228 637 3 923 569 617

Other assets (without analysis and by holding) 76 107 10 310 3 154 522 28 0 288 350 378 471

Other assets (analysed by type of security) 0 0 0 0 0 0 0 0

Liabilities

Central bank deposits 335 0 0 0 0 0 0 335

Financial liabilities held for transaction purposes 20 746 0 0 0 0 0 0 20 746

Financial liabilities shown at their correct value through the profit-and-loss account 0 0 0 0 0 0 15 683 15 683

Derivatives used for cover purposes (liabilities) 11 555 0 0 0 0 0 0 11 555

Financial liabilities valued at depreciated cost 2 791 823 891 433 1 174 510 1 103 818 2 715 144 1 117 172 7 764 037 17 557

937

• Central government deposits 0 0 0 0 0 0 917 917

• Credit institution deposits 287 894 23 640 41 402 15 625 246 917 46 367 169 660 831 505

• Non-credit institution deposits 740 0 0 106 1 235 0 9 220 11 301

• Large company deposits 60 146 59 620 97 347 6 384 13 892 712 725 765 963 866

• Retail customer deposits 1 266 662 225 338 211 767 150 386 517 749 140 105 6 586 614 9 098 621

• Debt certificates, including bonds 1 176 381 582 835 823 994 931 317 1 935 351 929 334 124 827 6 504 039

• Subordinated liabilities 0 0 0 0 0 654 147 034 147 688

• Other liabilities 0 0 0 0 0 0 0 0

> Operating risks

The aim of managing operational risks at CMNE is to avoid a major claim, or series of claims, creating a threat to the Group’s financial results and hence its future development. To achieve this aim, CMNE applies the operating risks management system developed by Crédit Mutuel-CIC, which meets the requirements laid down in the Basle II regulations. The main points of this system are as follows: - organisation of managing operating risks within

the Group: The job of the Risk Control Function is to manage operating risks. It implements the methods and tools developed by Crédit Mutuel-CIC. It logs any operating incidents and lists them in the risk management tool. The Risk Control Function also takes part in work carried out nationally, as well as by CMNE’s Operating Risks Committee. This latter Committee meets regularly and provides coordination, communication and reporting on the work carried out for General Management (business continuity plan, crisis management). Its members include the person in charge of the Group’s insurance programmes and all of the operating managers who may be involved directly in a crisis situation. If required, the Committee also includes any specialists structures required, depending on the topic being dealt with.

- information system and operating risk management tool: The operating risk management tool incorporated into the IT system has logged all claims and incidents incurred since 2001. Since June 2006, the branch managers themselves have reported any incidents via the internal audit portal. The way in which these incidents are classified is handled by the operating risks manager. Incidents and claims lodged by the federal departments and subsidiaries are catalogued and entered into the operating risk management tool on a six-monthly basis.

The documentary databases relating to the tool, risk mapping and modelling and the business continuity plan process are shared by the whole of Crédit Mutuel-CIC. The aim of this mapping is to identify the risk areas in a consistent manner, by type of profession and by event (in the sense of Basle II) and to assess the overall cost of risk.

- programmes to reduce and fund risks: The reduction of risks is based on effective preventative programmes identified in particular when carrying out risk mapping and implemented directly by operating staff via internal controls. These protection programmes are aimed mainly at spreading professional and IT business continuity plans for essential business areas. A crisis management procedure within the Group has been defined to deal with the two potentially most serious crises: a total crash of the entire computer system and the major destruction of head office premises. The funding of risks is based mainly on an appropriate insurance policy. CMNE Group insurance covers the three main risk areas: people, liability and assets.

In terms of operating risk and net of any insurance recovery, the CMNE Group recorded 3.8 million EUR of 2007. Furthermore, the provision stock at 31st December was 3.9 million EUR

.

Controls and audits

> Compliance control

The Compliance Control Directorate is part of the new organisation for internal audit functions. Its tasks and various responsibilities are set out in a Compliance Charter that was adopted by the Federal Board on 18th December 2006. The major issues dealt with in 2007 included the introduction of: - an approval procedure for new products and

services, - the European FIM directive, which is linked to the

provision of investment services, which led to the defining of a process for evaluating the competence of customers and the enhancement of information sent out to customers, both about the products themselves and about the system used for transmitting instructions, as well as an intensive programme to train staff in the local branches.

- procedures making it possible to guarantee the separation of tasks and prevent any conflict of interest.

- A system to monitor regulations.

> Ongoing audits

In addition to the first-level ongoing audits carried out by the operating departments themselves, the Ongoing Audit Directorate, as the second-level audit entity, carried out a number of actions in two main areas: - An evaluation of compliance with regulations for

the 69 essential service-providers for the CMNE Group, with particular emphasis on the compliance of contracts and on the wording used to describe the business continuity plans of these service-providers.

- A critical examination of the methods, tools and reporting practices used in relation to the internal auditing of local branches and federal departments. This process has already made progress possible, especially in the area of operating risk, resulting in the establishment of priorities in the revamping of process due to take place in 2008.

> Periodic audits

Audits of the local branch network 25 audits were conducted in accordance with the annual plan, as well as 20 follow-up assignments. These audits resulted in 187 recommendations, of which 18% were in relation to operating risks, 57% to compliance and 20% to loans.

A theme-based auditing assignment was carried out during the summer period, affecting 37 local branches covering 51 outlets. The survey covered 13 areas, the most important of which were: monitoring debtors, dealing with doubtful debts, evaluating and analysing the cost of risk, customer relationship maintenance, reporting operating risks, the fight against money-laundering.

The programme resulted in 211 recommendations and 22 action plans were passed on through the federal departments for the purpose of correcting defective areas.

In total, 62 local branches were audited in this way during the year, making 95 outlets in all, representing 40% of the network. 1,009 loan files were examined, as well as 1,182 risk situations, 1,083 IARD policies or amendments and 1,009 new customer relationship. 1,285 man-days were used for all of these assignments.

In addition, 530 man-days were spent on auditing the accounts of the local branches.

Audits of “profession-based” entities

The CMNE Group’s Periodic Audit Directorate conducted 24 audit assignments and 7 follow-ups to recommendations, occupying a total of 587 man-days.

These assignments, which affect all Group entities, were allocated on a priority basis to assessing the cover of compliance risks (46%), operating risks (33%), financial risks (17%) and credit risks (4%).

Audits of branches and professions in Belgium

All of the branches of the regional banks controlled by CMNE were inspected at least once in 2007 by the internal audit department of CMNE Belgium, with reports into the uneven allocation of internal auditing and security procedures in the handling of transactions. Any training required was put in place with immediate effect. In the same way, assignments were carried out on a central department level into the operation of the Major Risk Committee, the processes used for auditing loans, litigation and pre-litigation management, business continuity plans and the introduction of the FIM directive.

Employment details Structure of staff within the Group Breakdown by business area

At 31/12/2006 At 31/12/2007 Indefinite contracts

Fixed-term contracts

Total Indefinite contracts

Fixed-term contracts

Total

Bancassurance France 2 891 99 2 990 2 894 103 2 997

Bancassurance Belux 362 16 378 396 18 414

Business Finance 148 8 156 154 2 156

Insurance 145 0 145 168 4 172

Third-Party Management 358 8 366 373 6 379

Miscellaneous Services and Businesses 42 0 42 39 1 40Total Group headcount 3 946 131 4 077 4 024 134 4 158 Taken overall, the number of staff with indefinite contracts increased by nearly 2% in comparison with 2006. Bancassurance France represented over 72% of total Group headcount. Bancassurance Belux represented 10% and Third-Party Management 9%. Breakdown by gender and status

Indefinite contracts at 31/12/2006

Indefinite contracts at 31/12/2007

Change

Men Women Total Men Women Total Men Women Total

Managers 906 279 1 185 927 313 1 240 2.3% 12.2% 4.6%

Bank officers or Supervisors 811 604 1 415 811 607 1 418 0.0% 0.5% 0.2%

Employees 458 888 1 346 471 895 1 366 2.8% 0.8% 1.5%

Total Indefinite Contracts

2 175 1 771 3 946 2 209 1 815 4 024 1,.56% 2.48% 1.98%

Women on indefinite contracts represent 45% of the headcount. Managers on indefinite contracts increased more than the average, as did women on indefinite contracts. Breakdown by age Indefinite Contract headcount at 31/12/2007

The average age of employees on Indefinite Contracts at the end of 2007 was a little under 41. 22% were under 30, 31% between 30 and 40, 39% between 40 and 55, and 8% were over 55.

Breakdown by years of service Indefinite Contract headcount at 31/12/2007

Working hours

Part-time 31/12/2006 31/12/2007

Men Women Total Men Women Total Managers 16 35 51 17 40 57Bank officers of Supervisors 11 132 143 10 137 147Employees / Non-managers 17 171 188 19 164 183Fixed-term contracts

0 1 1 0 8 8

Number of part-time staff 44 339 383 46 349 395 The main reasons for working part-time are replacements for parental study leave and leave for personal convenience. Employment management

Staff recruited on indefinite contracts 31/12/2006 31/12/2007

Men Women Total Men Women Total Managers 35 19 54 60 30 90Bank officers of Supervisors 14 33 18 19 37Employees / Non-managers 64 104 60 118 178Number of staff recruited on indefinite contracts 94 97 191 138 167 305

Departures of staff on indefinite contracts

2006 2007

Managers Officers Employees Total Managers Officers Employees Total Resignations 28 12 39 79 49 22 46 117 Dismissals for economic reasons 0 0 1 1 2 0 28 30

Dismissals for other causes 12 1 6 19 8 4 16 28

Departures during trial period 3 5 11 19 8 4 22 34

Departure for pension or early retirement 19 14 8 41 37 21 19 77

Group transfers 18 14 4 36 0 0 0 0 Death 2 1 0 3 3 1 2 6 Disability 0 0 0 0 2 2 2 6 NUMBER OF DEPARTURES FOR STAFF ON INDEFINITE CONTRACTS

82 47 69 198 109 54 135 298

Promotions within the group

2007

Men Women Total Employees promoted to Bank Officers/Supervisors 25 33 58 Bank Officers/Supervisors promoted to manager 12 9 21 Employees promoted to manager 1 2 3 TOTAL 38 44 82

Individual and collective remuneration Individual remuneration

in EUR 2007

Bancassurance France All businesses

Men Women Total Managers 52 176 45 600 51 192 Bank Officers or Supervisors 33 252 32 604 33 024 Employees / Non-managers 24 696 23 652 24 060 Total 38 640 30 012 35 496 37 984

Collective remuneration

in EUR 2007 Amount Average amount Shareholding 4 246 509 1 189 Incentive 18 820 063 5 140 Employer contribution to savings scheme 3 185 568 1 452

Absenteeism

in calendar days2007

Men Women TOTAL

Managers Bank Officers

Employees Total Managers Bank

Officers Employees Total

Illness 5 318 5 590 5 631 16 539 2 400 6 674 13 150 22 224 38 763Accident at or n the way to/from work 55 87 286 428 118 181 307 606 1 034

Maternity/Nursing/Paternity 315 474 265 1 054 2 141 3 706 11 167 17 014 18 068Unpaid leave (*) 635 534 413 1 582 1 429 2 100 6 035 9 564 11 146Other absences (**) 556 676 490 1 722 233 537 1 412 2 182 3 904Total in days 6 879 7 361 7 085 21 325 6 321 13 198 32 071 51 590 72 915 (*) Unpaid leave is understood to be parental leave, sabbaticals, business creation leave, etc. (**) Other paid absences: birth, marriage, sick child, house move, or any other family event provided for as part of the collective bargaining agreement Absenteeism on account of illness represented 53% of the total number of days of absence, with maternity leave 25% and unpaid leave 15% The Group’s level of absenteeism on account of illness has been stable for 2 years (2.4%). Training Number of trainees who attended at least one course during the year:

2007 Men Women Total Managers 851 279 1 130Bank Officers or Supervisors 727 453 1 180

Employees 490 766 1 256

Total 2 068 1 498 3 566The percentage of the headcount involved in ongoing education averages 5%.

Enterprise agreements signed in 2007

Bancassurance France and BCMNE - Wages agreement signed on 21st February with CFTC and UNSA - Agreement on the professional equality of men and women working for Crédit Mutuel Nord Europe, signed on 31st

July with CFDT, CFTC, CGT and UNSA - Agreement on the breakdown of the basis point envelope defined as part of equal pay for men and women, signed

on 28th March with CFTC and UNSA - Agreement on the creation of a Collective Retirement Savings Scheme (CRSS) at Crédit Mutuel Nord Europe,

signed on 11th April with CFTC and UNSA

Business Finance - Amendment n°2 to Enterprise Savings Scheme (Bail Actéa) - Enterprise agreement “Illness – continuity of wages” (Bail Actéa) - CRSS (Bail Actéa) - Incentive agreement (Bail Actéa) - Renewal of the incentive agreement (Bail Immo Nord)

Third-Party Management - Share agreement (UFG) – 29th June - Incentive agreement (UFG) - 29th June - Enterprise Savings Scheme (UFG) - 29th June - Collective agreement ARTT & CET (UFG) - 29th June - Mandatory Annual Negotiation agreement (UFG) – 20th December

Insurance - CRSS agreement (ACMN Vie) - CESU agreement (ACMN Vie)

Miscellaneous Services and Businesses - Introduction of an incentive scheme (SNP Sicorfé) - Mandatory Annual Negotiation agreement (CMN Tel) signed on 2nd February

The Company’s Social Responsibility

CSR at CMNE The Enterprise Agreement reached on 13th October 2007 presented an opportunity to present to all of the parties involved at CMNE the aims agreed on by the Group for the next four years and arrived at after extensive consultation. This event once again made it possible to reiterate the relevance of a company in which the shareholders are represented at various levels by directors, acting as guardians of their interests. The satisfaction of our customers and shareholders was reaffirmed as a major aim for 4 000 staff members and 2 000 directors who are all proud to belong to their company and are confident of its future. Crédit Mutuel Nord Europe aims to become a specific player in the bancassurance sector by developing a local presence and running campaigns and programmes designed to preserve local interests by giving priority to the individual.

Participation and representation of boards The directors of Crédit Mutuel Nord Europe demonstrate their social responsibility through their voluntary, unpaid and civic commitment. While there is still a preponderance of males on the boards of the local branches, the growing participation of women (24%) is an objective that goes hand in hand with an aim to have women head up these boards wherever possible. With an average age of 55, the majority of directors (70%) are in the 45-65 age bracket, which is in line with the norm for community associations; nevertheless, it is the Group’s aim to bring in younger age categories. Most of the socio-professional categories are represented among directors: executives, farmers, intermediary professions, craftsmen, retailers and company heads. These are working people and retirees (30%) who have a wide range of professional experience and skills, which enhance what Crédit Mutuel has to offer.

Training for directors The training of directors constitutes a major supervisory factor in their role by making them aware of economic issues, the various banking professions and the promotion of our cooperative and mutualistic values. Specific training sessions are held for both the Chairman and the local Branch Manager to improve the way they operate. These sessions cover techniques for chairing board meetings, supervising local programmes and making information tools available.

Customer satisfaction The main aim of our CMNE 2001 medium-term plan is to improve the satisfaction levels of our customers and shareholders, strengthening their loyalty by developing products and services tat meet their needs. In the context of a multi-channel bank, the desire to strengthen the resources put in place to create a personalised relationship with customers remains as topical as ever. Introducing a

new branch design that combines better customer reception with maximum security is part of that desire. Our staff are keen to develop a genuine relationship of trust with their customers, based on listening and providing accurate information and good advice. From this point of view, the Shareholders’ Charter introduced by our group is designed to strengthen the commitments to be met on a daily basis, giving priority to availability, responsiveness and transparency.

The exchanges conducted with our shareholders at General Meetings naturally helps fuel reflection and responsiveness, with customer satisfaction being the issue most often at stake. As our shareholders represent 71% of our customers, the information gathered in this way by each branch provides a highly representative sample of local expectations. Special care is also devoted to the way customer complaints are handled, which is part of the mediation process thanks to a dedicated structure. This system helps keep the relationship a close one and promotes customer loyalty. These are two concerns that the Group reinforces with the promotion of services based on ‘Eurocompte’ packages in the spirit of a ‘win-win’ club.

Against an overall background that is sensitive to transparency regarding the pricing conditions and services provided by banks, CMNE is continuing its efforts to enhance its communication aimed at customers and to highlight the reality of a pricing structure that is appropriate for the use of the bank’s services.

Mutualistic initiatives Now in its second year, the CMNE Solidarity Fund underlined its raison d’être by increasing its activities to promote socially-based micro-loans. Forty or so partnership agreements conventions were signed with local communities, associations and other enterprises focused on providing social assistance. This programme is firmly backed up by the work of the 166 “ambassadors” from our network of local branches, who were in position at the end of 2007. To assist more vulnerable people overcome some of the difficulties in life, the Solidarity Fund grants micro-loans to help recipients with job mobility or help them find decent housing. This assistance may also be accompanied by managed payment facilities through the “CMNE Solidarity” alternative payment card. The Fund’s aim is to enable beneficiaries gradually to regain access to the conventional services provided by the local branches. In keeping with our bank’s mutualistic traditions, the Solidarity Fund makes a contribution towards building a viable economic fabric. CMNE also plays a role in a programme of “mutualistic initiatives” designed to help local projects involved in social or civic projects. In so doing, the bank achieves its aim of helping create jobs locally by providing funding and by helping aid associations to create businesses.

Recent trends and outlook

World growth disrupted by a crisis of unforeseen size

2007 started out against an idyllic backdrop: growth without inflation, seemingly firm foundations for the US economy, increases in profits for the major companies, abundant liquidity, a slight drop in the price of oil and a monetary policy on the part of the Federal Reserve designed to promote confidence. With the summer, came the “sub-prime” crisis, which surprised the world as much for its far-reaching consequences and ongoing persistence as for the fact that the warning signs had been ignored. Good coordination between the central banks and their injections of cash enabled a major crisis similar to those that occurred last century to be averted. But at the same time, new hurdles appeared, such as the rise in the price of raw materials, oil at over 100 dollars a barrel, and food shortages. The year continued, dogged by the financial crisis with its succession of stock exchange losses and downward revisions in the rate of growth in the developed nations. Unaffected by this crisis, emerging countries such as Russia maintained their growth.

Europe: tributary of the world economy

In addition to the direct consequences of the financial crisis, downward growth and the hardening of credit, numerous other events left their mark on the year: a succession of mini-rises in the ECB’s headline rates, the European Union heading towards an institutional crisis, awash in directives – particularly the FIM directive that came into effect on 1st November – the dismantling of ABN Amro Bank, fears of a return of inflation, and so on.

France opened up to root-and-branch change

France embarked on a new five-year presidential term during which there should be major reforms and a fall in unemployment.

Alongside a “Grenelle of the environment”, the banks shifted into sustainable development mode and Codevi industrial development accounts became LDD sustainable development accounts, slanted more towards investments generating energy savings. Financial savings stagnated at a very low level and revenue from insurance savings slowed down, while as a result of the rising rates applied, passbook accounts took a new lease of life. Retirement planning also attracted new players.

In real estate, the onwards march of prices slowed down, but the market is far from drying up, all the more so since a new tax credit benefits borrowers and repayment terms have been extended. This now enables young people to buy their first home earlier and earlier.

However, lenders are becoming increasingly tight when it comes to granting housing loans.

The banks are developing partnerships, particularly in real estate, by incorporating networks of real estate agents, and even brokers, in their businesses, as well as becoming involved in new business areas: selling products and services online, one-to-one services, personalised bank cards, etc.

Insurance companies are looking to innovate so that they can keep their customers loyal.

CMNE adopts a new strategic plan 2008-2011

At the end of a preparatory period in which there was close involvement from the Group’s staff and elected officers, CMNE has set itself the aim of better meeting the bancassurance needs of 1.4 million customers by pursuing its European regional strategy of distributing financial and insurance products through its networks in France and Belgium. The Group is also asserting its role as a leading designer of products and services by strengthening the synergies between its three Business Finance, Insurance and Third-Party Management businesses.

The Group’s ambitions can be seen from its aspirations in each business area:

CMNE aims to become the main bank for its customers by strengthening its personalised relationships, bolstering its advisory role, emphasising its closeness to customers and rewarding their loyalty. The implementation of local policies, being better suited to what is going on locally, plus the deployment of a new organisation designed to restrict the administrative workload of local branches, should enable the bank to expand its commercial business.

The aim of BKCP is to become the natural point of contact for self-employed workers and assets-base customers, with the clear-cut objective of growing its business across its target market. This can be achieved because it has covered the whole of Belgium since 2007 and its ability to rely on the Luxembourg private bank, NEPB, working on behalf of its European regional customer base.

BCMNE aims to strengthen its role as the partner bank of SMEs / SMIs by moving towards a services-based business by developing its advisory offering it addition to its range of loan products.

NEA has set itself the goal of becoming recognised as a multi-channel European regional insurance group by redirecting its knowledge and ability into other distribution networks, such as the Internet, and benefiting its customers with the aim of developing its tools for life insurance, IARD and providential products for CMNE customers.

The UFG group intends becoming a leading national player in all segments of assets management by continuing equally the development of its two customer audiences: private individuals and institutions.

Composition of the Board of Directors

Fédération du Crédit Mutuel Nord Europe

Situation at 16th May 2008

Chairman: Philippe VASSEUR [1] Vice-chairmen: Jacques CHOMBART [2] André HALIPRE [2] Michel ROZAT [2] Maurice TOME [2] Secretary: Christian TAVET [4] Treasurer: Michel HEDIN [3] Directors: Jean Louis BOUDET [3] Jean Marc BRUNEAU [3] Philippe LELEU [3] Patrick LIMPENS [3] Annie LUGEZ [3] Onésime MARIEN [3] Gérard MASSE [3] Jacques PETIT [5] Bertrand OURY [3] Francis QUEVY [3] Christine THYBAUT [3] Jacques VANBREMEERSCH [3] Honorary chairmen: Gérard AGACHE [6] Elie JONNART [6] Also at the Caisse Fédérale du Crédit Mutuel Nord Europe: [1] chairman [2] vice-chairman [3] director [4] secretary [5] deputy [6] honorary chairman

Composition of the Management Committee

Situation at 31st March 2008

General Manager: Eric CHARPENTIER Deputy General Manager, with responsibility for Bancassurance France: Christian NOBILI Deputy General Manager, with responsibility for Marketing and Group Development: Pierre GERVAIS Deputy General Manager, with responsibility for the Network and Sales Support: Philippe LEVEUGLE Deputy General Manager, with responsibility for Institutional Affairs: François TURPIN Central Director – Accounting and Management Auditing: Florence DESMIS Central Director - Organisation, IT and Logistics: Henry ROGOWSKI Central Director - Finances: Nicolas SALMON Central Director – Human and Social Relations: Denis VANDERSCHELDEN Inspector-General: José DRUON Company auditors: aCéa and DELOITTE

The Management Committee is chaired by the General Manager, who has the most extensive powers to manage the CMNE group within the context of the strategy decided by the Federal Board of Directors. The Management Committee meets once a week as well as once every two months in an extended form, when it hosts the managers for the various individual business areas: Insurance, Bancassurance Belux, Business Finance and Third-Party Management. The Management Committee bases itself on the work carried out by a number of specialised committees:

The Group Finance Committee manages rate and liquidity risks. It is supported by quarterly or six-monthly finance committee meetings with the financial entities within the Group, as well as by a monthly investment committee meeting at UFG IM and ACMN Vie.

The Major Risks Committee operates within the framework of regulation 2001-01 and every quarter examines any risks that are greater than the thresholds laid down by General Management in terms of the various entities and in a consolidated fashion.

The Development Committee proposes changes to charges, as well as managing the range of products and services and providing guidance for sales campaigns.

The Performance Improvement Committee is responsible for developing and monitoring the budget, as well as proposing cost cuts.

Report from the Chairman of the Board of Directors Ladies and Gentlemen, In accordance with the provisions of article L.225-37 of Commercial Law, the Chairman of the Board of Directors submits a report dealing with: - the terms for preparing and organising the work carried out by your Board of Directors, - the internal auditing procedures implemented by the Company, - any restrictions placed on the powers of the General Manager. It is my privilege to present this report to you rapport, which was finalised under my authority, in conjunction with the persons responsible for the Inspectorate General, the General Secretariat and Ongoing Audits and Compliance. I – Terms for preparing and organising the work carried out by the Board of Directors

1 – Presentation of the Board of Directors

On the closing date for the 2007 financial year, the composition of the Board of Directors for the Caisse Fédérale du Crédit Mutuel Nord Europe was as follows:

Chairman: Philippe VASSEUR. Vice-Chairmen: Raymond DEVLOO,

André HALIPRE and Michel ROZAT.

Secretary: Christian TAVET. Directors: Jean Louis BOUDET,

Jacques CHOMBART, Patrice DENIL, Michel HEDIN, Patrick LIMPENS, Annie LUGEZ, Onésime MARIEN, Gérard MASSE, Jean Marie PEUGNET, Bertrand OURY, Francis QUEVY, Yvon STAFFOLINI and Maurice TOME.

Deputies: Jean Marc BRUNEAU, Jean LAMBERTYN, Philippe LELEU and Jacques VANBREMEERSCH.

Honorary chairmen:

Gérard AGACHE and Elie JONNART.

The  members  of  the  Board  represent  all  of  the départements within the powers of the Caisse Fédérale and  are  broken  down  as  follows:  1  for  Aisne,  1  for Ardennes, 2 for Marne, 11 for Nord, 1 for Oise, 5 for Pas‐de‐Calais and 3 for Somme.

2 – Organisation and preparation of the work carried out by the Board of Directors The Board of Directors derives its powers from the articles of association and the general operating regulations. The way in which these powers are drafted is sufficiently detailed as to justify the absence of any internal regulation. Where required, codes of ethics and proper conduct regarding in particular preventing and

dealing with irregular situations involving elected officers round out the operating rules that apply to the Group’s deliberating body.

The Board of Directors lays down the Group’s strategy based on the proposals put to it by General Management. It also controls their implementation. The Board is elected by the 173 local branches, each of which also has its own Board of Directors, made up of members elected by the shareholders at a general meeting, in accordance with the cooperative statute of “one person, one vote”. Some of its members also sit on the Boards of the Group’s holding companies: BCMNE, CMNE Belgium, NEA and the UFG Group.

An Executive Committee, consisting of 10 members, met on 10 occasions during the year. The Executive Committee is a consultative body that examines items that are subsequently submitted to the Board of Directors.

The Board of Directors has delegated powers to two specialist committees:

the Audit Committee, which is responsible in particular for examining the individual and consolidated company accounts, verifying the clarity of the information provided and assessing the pertinence of the accounting methods used to draw up the company financial statements, evaluating the quality and consistency of the internal audit systems used and monitoring the extent to which the risks relating to credit, concentration, market, overall interest rates, intermediation, liquidity, settlement and operations are dealt with. Chaired by the Chairman of the CMNE Federation, the Audit Committee has four other federal directors. The General Manager, Inspector-General and members of the Management Committee also attend Committee meetings. Internal policies and procedures define the Audit Committee’s operations and mission. The Audit Committee met seven times in 2007 and in particular its work dealt with: - monitoring changes to the regulations, - approving the multi-year plan and the annual audit

programme of the General Inspectorate, - the overall monitoring of risks, - the results of assignments conducted by the General

Inspectorate, - examining the work carried out by the Auditors.

the Federal Loans Committee which meets once a week to rule on matters relating to loans with unit amounts greater than 500 000 EUR or which are subject to terms that override the rules laid down by the Federation. A set of internal policies and procedures lays down the function and mission of the Federal Loans Committee.

2.1 – Meetings of the Board of Directors:

The Board of Directors met on 11 occasions, once a month, except for August. The attendance rate of 86% indicates the strong involvement of the directors. The average length of Board meetings was three hours.

The agendas for the meetings systematically included a point relating to the economic situation and the current institutional background, as well as to business results and monitoring credit risks. The Board also stated its opinion on changes to the Group’s commercial offering.

The Board examined the quarterly updates of the provisional management results for the financial year underway.

The other topics appearing on the Board’s agenda included:

On 22nd January, the Board examined the 2007 action plan for the group’s various business arms, based on the directional memo adopted in September 2006 and the adoption of specific measures and actions for developing the banking business in the département of Marne.

On 19th February, the Board examined the 2006 business report and the management results at 31st December 2006. On the same date, the Board stated it was in favour of the purchasing terms by the local branches of all of the shares in the CMNE France holding company as part of simplifying the Group’s legal structures.

On 19th March, the Board examined the reports from the Inspectorate General on internal auditing and the measurement of risk monitoring. The Chairman presented his report on the work carried out by the Board in 2006 and the internal auditing procedures, in particular in the areas of finance and accounting.

On 19th March and 23rd April, in the presence of the Auditors summoned in accordance with article L. 225-238 of Commercial Law and, having heard their report, the Board approved the overall financial statements from the banking entities and the group’s consolidated accounts. These accounts had been presented previously to the Audit Committee.

On 23rd April, the Board authorised the dissolution, on 1st June 2007, of CMNE France, whose total shares were owned by the Caisse Fédérale.

It also approved the dissolution without liquidation of ACMN Retraite and the wholesale transfer of its assets to the Caisse Fédérale, which was the sole shareholder.

On 18th June, the Board examined the annual report from the person responsible for the compliance of investment services.

On 2nd July, the Board examined the strategic plan for 2008 - 2011

On 17th December, the Board examined the general direction for the 2008 plan for the network of Local Branches and a new analysis tool that makes it possible to identify the priorities for commercial campaigns.

On 29th October, the Board decided to issue a bonds loan for 50 million EUR at a fixed rate and for a term of ten years, with the maximum amount of the bonds to be issued not to exceed 75 million EUR.

On the same date, as part of the reorganisation of the Insurance business, the Board approved the transfer of the shares in the associated companies La Pérennité and Vie Services, owned by the Caisse Fédérale, to the NEA holding company.

On 19th November, the Board examined thoughts underway regarding a new organisation for the network, in particular the creation of local support units.

On 17th December, the Board approved a background document on the policy for managing the risks of the CMNE Group and, more specifically, of Bancassurance France.

When they were initially convened, all meetings complied with the terms for quorums and majorities required by the articles of association,.

With the exceptions held on 19th February, 11th May and 18th June, the Works Council was represented at all times.

2.2 – Reports:

The minutes of Board meetings are approved at the subsequent meeting. This approval confirms that a faithful record has been taken of the work carried out.

The reports and conclusions of the Auditors.

The reports and messages from the audit authorities (Banking Commission, Confederal Inspectorate).

The list of regulatory and ordinary agreements.

2.3 – Dispatch of working documents:

The members of he Board of Directors received all of the information they needed to carry out their work, based on the following timetable:

Board meeting held

on

Letter of summons sent

out on

Additional documents sent out

on 22nd January 8th January 18th January 19th February 5th February 14th February 19th March 5th March 14th March 23rd April 10th April 17th April 11th May - - 18th June 31st May 13th June 2nd July 19th June 27th June

17th September 24th August 12th September

29th October 8th October 24th October 19th

November 5th November 14th November

17th December 3rd December 12th December

The documents and information provided and required for the duties of the directors were mainly the following: - memo on the economic situation, - monthly business memo, - monthly risk update, - company accounts and consolidated accounts, - proposals on the new terms for products and

services, - presentation notes on topics submitted to the Board

members for approval, - written support material in the form of notes to the

PowerPoint presentations used during the meeting. All of the persons attending meetings of the Board of Directors are bound by an obligation of confidentiality and non-disclosure with regard to the information provided or received within the context of these meetings.

3 – The powers of the General Manager

In accordance with the Group’s ongoing practice, which makes a distinction between the functions of direction, decision-making and audit, the executive functions, on the one hand, and the functions of Chairman and General Manager on the other, are separate. At its meeting on 24th April 2006, the Board of Directors appointed Mr Eric CHARPENTIER as General Manager from 1st June 2006 to replace Mr André CORMIER, granting him all powers to act alone in the name and on behalf of the Caisse Fédérale du Crédit Mutuel Nord Europe.

II – Internal auditing procedures

1 – CMNE’s Caisse Fédérale has implemented internal auditing procedures

Internal auditing is a process that is defined and implemented by the Board of Directors, as well as the company’s management and staff. It is designed to provide reasonable assurance regarding the following objectives: - the reliability of accounting and financial

information, - the efficiency and effectiveness of the operations

conducted by the company, - the protection of the organisation’s assets, - compliance with laws and regulations.

1.1 – The audit environment External frames of reference: - The Caisse Fédérale operates in a highly regulated

environment and is required to comply with regulation CRBF 97-02 relating to internal auditing.

- It is subject to the regulatory and reporting obligations that apply to credit establishments (regulatory ratios, annual internal audit report submitted to the Banking Commission, etc.).

- It is subject to audits by regulatory banking and insurance bodies (Banking Commission, Financial Markets Authority, Audit Control Authority for Insurance and Mutual Benefit Societies, etc.).

- It is also subject to the controls conducted by Crédit Mutuel’s National Confederation, pursuant to the General Character Decision relating to the organisation of auditing by Crédit Mutuel.

Internal frames of reference: - Articles of Association. - General Operating Regulations - Financial Regulations. - Audit Committee Regulations. - Periodic Audit Charter - Compliance Charter. - Codes of Ethics and Proper Conduct. - Internal Policies and Procedures. - Definition of the Missions to be accomplished by

the various Management Bodies and their Functions in the form of Organisation Charts.

- Summary of Powers.

1.2 – Parties or structures conducting audit activities

In accordance with the regulatory provisions of the supervisory bodies and the standards of Crédit Mutuel’s National Confederation, CMNE’s internal audit system applies to all of the entities in the Group, including credit establishments and subsidiaries. Internal auditing covers the Group’s six business areas: Bancassurance France, Bancassurance Belux, Business Finance, Insurance, Third-Party Management, and Miscellaneous Services and Businesses. With regard to their own regulations, each area of business adjusts and implements its own audit organisation.

The dedicated internal auditing functions are broken down between:

1.2.1 – ongoing audits, which provides two separate levels of audit and compliance control:

- level one ongoing auditing is carried out in the operating entities under the direct responsibility of hierarchical reporting lines,

- level two of ongoing auditing is carried out by structures that are separate from the operating entities and organised around:

central structures: a permanent auditing directorate, a compliance control directorate, the functions of risk guidance, ongoing accounting auditing and the security of information systems,

ongoing auditing and compliance structures in the Group’s various business areas (Insurance, Belux, Business Finance, Third-Party Management),

operating links, in particular between the central directorates and the business area auditing structures,

an Ongoing Audit and Compliance Committee that brings together the managers of the central structures for each area of business.

1.2.2 – Periodic audits

Level three comes under the responsibility of the Inspector-General, who acts for all of the entities within the Group, the main ones of which are the network (173 local branches), the federal departments and Group companies. The Inspector-General certifies the balance sheets of the local branches.

The Inspector-General is a member of the Audit Committee and the committee that makes proposals in terms of setting the levels of delegation for granting loans given each year to the managers in the Bancassurance France network. He is also a member of the Audit Committee for Crédit Professionnel SA and attends meetings of the Ongoing Audit and Compliance Committee.

The General Inspectorate Group Audits consists mainly of two directorates: one dealing with periodic audits for the Network, and the other dealing with periodic audits for Professions.

1.3 – Auditing systems:

1.3.1 – The system in place for ongoing audits and compliance control consists of the following:

Compliance investigation procedures: - The procedure for approving and auditing new

products, services or businesses was approved by the Management Committee on 16th February 2007.

- Compliance investigations were conducted in other areas: the AERAS convention, insurance intermediation, real estate services, CNIL regulations, essential external services.

- Measures relating to the provision of investment service were implemented: procedures for classifying customers when they open securities accounts, assessment of customer competence by major category of financial product, enhancement of the information provided to customers regarding products and their associated risks, and the implementation of alerts incorporated into the systems used for sending orders over the Internet or at the customer service windows in local branches.

Actions carried out for the purpose of auditing compliance: - Group-level checks on essential external service-

providers. - Updating of the procedures regarding regulations

issued by the data protection authority (CNIL). - Deployment of a procedure for centralising

malfunctions.

- Monitoring modifications to the regulations: - A systems for monitoring the regulations was

adopted by the Management Committee on 6th July 2007.

- A partnership with the legal department now allocates the various roles (inventory, analysis and distribution for legal matters; impact study, transcription into the procedures and auditing of compliance).

- The person responsible for the fight against money-laundering now benefits from a regulatory watchdog through a dedicated section on the Crédit Mutuel’s National Confederation intranet.

Training programmes for compliance auditing procedures: - Compliance: a self-training module was introduced

to raise the level of awareness about compliance; training about the process of approval and auditing for new products was provided to staff in the Markets Directorate; a module focusing on banking regulations and internal auditing, as well as insurance intermediation for network management was introduced to the range of training courses available.

- Compliance in the area of investment services: a training course now accompanies the deployment of the system used to assess customer competence.

- Information about changes to FMA regulations and the internal procedures brought in by the FIM directive was provided to network management; a self-training teaching program on the same topic was made available to staff.

- Anti-money-laundering: a self-training module about the regulations that apply to the fight against money-laundering was introduced. Training was provided for young recruits to the bank, branch managers and directors.

- Compliance audit assignments were presented to staff members who will manage the network in the future.

Procedures ensuring that tasks can be kept separate and preventing conflicts of interest: - In the area of investment services, preventing

conflicts of interest includes in particular the introduction of an organisation that results in separating out Group entities whose activities are structurally in conflict of interest. As a result, the management activities for undertakings for collective investment (OPC) within the group are carried out independently by specialist management companies in the UFG Group acting with the necessary approvals.

- In the same way, “own” business and “third-party” business come under separate operating management bodies within the Group’s providers of investment services.

- An inventory has been made of those staff members who are exposed the most in terms of conflict of interest. Specific procedures apply to their personal transactions.

Terms of information for the person responsible for ongoing audits and the executive body about the activities and results of compliance audits: - The person responsible for ongoing audits and

compliance is kept informed at weekly meetings that are attended by the two persons in charge of the Ongoing Audit and Compliance Control, Directorates through the topics dealt with by the Ongoing Audit and Compliance Committee.

- The executive body is informed by: Matters presented to the Management

Committee: procedures for approving new products, monitoring of regulations, policy and audit procedures in the area of outsourced services, data protection authority (CNIL) programmes,

Matters presented to the Audit Committee: in particular the annual report intended for the FMA,

Information presented annually about the fight against money-laundering and the auditing of investment services.

1.3.2 – The system for periodic audits In the local branches, measurements of the effectiveness of the internal audit systems implemented by branch managers are carried out regularly, either as part of in-depth audits or in the form of topic-based assignments.

For federal departments, the auditing systems are organised along two main lines:

internal audit questionnaires, which make it possible to identify risk areas and weaknesses in procedures. They also contribute towards setting up the audit plan,

topic-based assignments for audits, assessing internal auditing and following up on recommendations.

For Group companies, each one is responsible for implementing its own internal auditing system, as well as running it and ensuring it is kept up to date. In most companies, an internal audit correspondent has been appointed and some companies have dedicated auditors, particularly within Bancassurance Belux.

The General Inspectorate carries out its work on the basis of formalised methods, using IT tools that are checked regularly to ensure they are appropriate. A new frame of reference for auditing local branches has been introduced.

An annual audit plan is developed and presented by the Inspector-General for the approval of General management and the Audit Committee. This plan is organised in such a way that all risks are audited over a maximum period of four years. A multi-year plan covering the period 2008-2011 has also been developed for periodic auditing.

During the 2007 financial year, sixty-one audit assignments were carried out across the network, with 35% of local branches audited. Twelve audit assignments were also carried out on Bancassurance France and ten audits were also conducted.

1.4 – Conditions for applying the procedures implemented for new businesses

There was no new business in 2007. However, CFCMNE and BCMNE, at their own request, were granted accreditation by CECEI, as investment service-providers, for carrying out new investment services and for providing investment advice.

1.5 – Organisation of internal audits on activities carried out abroad

- Level-one internal audit: The branches carry out an internal auditing procedure approved by the Management Committee. The internal auditing system of head office services is based on hierarchical checks, the separation of functions and automated controls.

- Functions dedicated to internal audits:

Branch inspections are carried out by the audit and inspection department using a checklist that is reviewed regularly.

Internal audits fulfil their second-level audit role as defined in the Charter approved by the Management Committee and the Board of Directors. A risk analysis resulted in a multi-year plan (four years) being established. This plan was made formal and submitted to the Management Committee.

The audit reports are submitted to the Management Committee and presented to the Audit Committee.

1.6 – Organisation of the internal audit of outsourced activities

As part of the Group’s audit policy applied to outsourced services, the ongoing audit and compliance directorates monitor that the policy defined is being complied with and assess its application. The audit process includes an annual assessment supervised by the ongoing audit directorate. The aim of this assessment is to ensure that the regulations are being complied with and that there are processes in place that help to safeguard against the risk of failure in the services provided. The assessment was implemented for the first time in June 2007 across all of the Group’s businesses.

1.7 – Identifying risks and the structures involved

In the context of strengthening the ways in which it measures and monitors its risks, and based on changes to the regulations, the CMNE Group makes adjustments to its organisation and its ongoing audit processes. A number of committees and structures play a key role in the process of controlling risk, helping to: - monitor all risks, - assess the quality of the audit systems used, - study, propose and decide on any adaptations

required.

Risks Committees and Structures

Credit risk: Market counterparties Finance Committees,

Major Risks Committee, Risk and treasury finance departments.

Commercial customer base Federal Loans Committee, Risk and Rates Committees, Major Risks Committee, Development Committee, Commitments department, Back-office loans / recovery departments, Risks Directorate, Network Management, Management and forecasting audit department.

Market risks: Devaluation of assets

Finance Committees, Risk and treasury finance departments.

Operating risks: Operating Risks Committee, Risks Directorate, Crédit Mutuel Nord Europe broking, Group audit control inspectorate,

Human resources, Human and social relations department, IT, Group IT committee and IT management, Material resources, Logistics and Security departments, Non-compliance Audit and Compliance department, Accounting and administrative processing, legal, tax, regulatory, ethics and fraud

Legal and litigation departments,

All operating structures: Accounting and tax management, consolidation and group reporting, electronic banking, payment methods, securities and stock exchange, commitments, telephone platforms, etc.

Other risks: Interest rates and liquidity,

Finance Committees, Risk and treasury finance departments.

Other financial risks: deterioration of overheads, insufficient profitability from business or branches, etc. Commercial: under-performance of products and services, customer dissatisfaction and complaints, etc. Organisation: Reputation and Image:

Committee for improving performance, Development Committee, Management and forecasting audit department, Network and markets departments, Marketing communications department, Customer relations function. Organisation and methods department, Network Management, and other operating structures. Audit and Compliance department, Event communication and press relations department, Marketing communications department, Customer relations function.

1.7.1- Credit or counterparty risk

- The scoring systems are audited on a national level. A procedure for monitoring algorithms has been developed for this purpose by the unit that monitors ratings. This procedure includes all of the analyses required to measure the performance of models.

- Each federal unit within Crédit Mutuel is able to position itself in relation to the national performance of a particular algorithm. Any significant discrepancies observed would then be analysed.

- Internal ratings are integrated within CMNE in a highly operational way. This information is included when it comes to developing the commercial proposition of a credit rate.

- Ratings are the subject of various dashboards used by management bodies and the risk monitoring committees.

- Loans are selected in accordance with risk assessment rules applied as soon as loan applications are made, based on fixed internal standards and an assignment system placed under automated a priori control.

- Risk assessment and the documentation of loan files are part of procedures designed to analyse and retain recent elements relating to the business and financial situation of the beneficiary.

- All files, both for private individuals and business applicants and the farming market, are created applying the provisions of internal loan regulations.

- Case managers at the branches check on the way the analysis rules are applied to finance files in the context of the internal auditing process.

- As part of its “network” assignments, the General Inspectorate also makes sure that the audit is efficient and that federal standards are effectively applied.

- A level-based system of authority enables the General Manager, at the proposal of an allocations committee that meets during the first quarter of each year, to assign a level of authority for providing technical advice to each of the members of staff involved. This assignment of authority is supplemented by a power attributed by the Board of Directors of the local branches.

- The profitability of loan transactions is examined as part of the procedures for granting loans, which includes a decision-making loop on the terms for exemption rates. A Rates Committee, made up of one member of the Network Directorate, one member of the Management and Forecasting Audit department, the Finance Director and the person responsible from the Commitments department, examines the applications and rules on requests for rate exemptions.

- The Management and Forecasting Audit department and the Assets-and-Liabilities Management Function, whose work is complementary, handle the task of monitoring, forecasting and guiding matters relating to margin.

- In terms of how the quality of commitments develops, the downgrading of credits into doubtful debts, based on BAFI and Basle II criteria, is carried out automatically by applying the contagion principle. Funding, calculated by the systems based on the type of debt and the nature of the guarantees given, is updated and written into the accounts at the end of each month.

- In November 2007, a revamp of credit risk management resulted in a new process for monitoring debtors, linked with the automated management of authorities.

- A report into the measurement and development of risks is sent regularly to General Management and the federal Board of Directors.

- Monitoring the quality of commitments is also carried out by the periodic network audit during audit assignments, theme-based audits and balance sheet audits.

- Measuring the risks in relation to a counterparty or group of counterparties is handled by CMNE’s Major Risk Committee which every quarter analyses and monitors risks that exceed a threshold defined by General Management, singly and overall, for each of the group’s financial entities.

- This Committee met on four occasions in 2007.

- Risk measurements using sector-based breakdowns and internal ratings are also conducted through specific analyses carried out on the bank’s four main markets: private individuals, professional customers, farmers and businesses.

- In December 2007, the Board of Directors of the Caisse Fédérale approved a reference document on risk policy within the Group. The directors have set limits for counterparty risks that apply to the whole of the CMNE Group, whether it is for dealing room transactions, Business Finance or insurance companies.

1.7.2 – Market risk

Market risk is inherent to the arbitrage transactions carried out by the Group Treasury Department as part of its own management. These transactions, carried out in a precise context defined by the Finance Committee, are the subject of a monthly report submitted to the Finance Committee and General Management.

1.7.3 – Overall interest rate risk and liquidity risk

- Each company in the banking sector has its risk analysed by a specific Finance Committee on a quarterly or six-monthly basis, depending on the size of the company and the inertia of its balance sheet structure.

- The committee of each company decides on the implementation of cover both for rates and liquidity.

1.7.4 – Intermediation risk - When providing investment services for third

parties, the CMNE Groups authorises BFCM and CMCIC Titres to represent it with third parties and the markets and also to handle the management of its customers’ securities.

- Through its role as a player on the financial markets, BFCM complies with the various accredited systems for settling investments.

- For its own account, the Caisse Fédérale ensures its securities are retained via direct membership to the system for high-speed settlement and delivery of securities (RGV).

- The risk of default by the party issuing the order is managed within the CMNE Group’s information system through a number of devices. When orders are registered, multiple automatic checks are conducted to make sure the amount of the order is probable, as well as ensuring that there is sufficient cover from the buyer. These checks meet the minimum conditions laid down by the Financial Markets Authority.

1.7.5 – Settlement risk - Management of the liquid assets involved with the

Group’s banking arm (including Belgium) now comes under the same Finance Treasury Directorate.

- For Belgium, the issue of CP sa securities is handled by Fortis by settlement on the ING account. Settlement of securities takes place at CEDEL by delivery in return for payment by the issue of SWIFT.

- For these securities, the settlement risk with CP sa is practically non-existent.

- With regard to business on its own account, the CMNE Group is a member of the centralised high-speed settlement and delivery system (RGV), which handles immediate simultaneous and irrevocable settlements/deliveries, which enables the Group to cover the risk of settlement.

- Transactions on international instruments that are not part of RGV are processed by the CMNE Group via BFCM as a client bank.

1.7.6 – Operating risks - The management of operating risks within the Group

is organised as follows: The Risk Guidance Function is responsible

for managing operating risks. This function implements the methods and tools required, catalogues operating incidents and handles monitoring in the risk management tool.

The Operating Risks Committee meets regularly and provides coordination, communication and reporting on worked carried out. This Committee reports on its

work to General Management, as well as to the Audit Committee and the Board of Directors.

- Documentary databases relating to the operating risks management tool (integrated into the IT system), risk mapping and modelling, claims data and the steps taken for business continuity plans, are also available.

- Risks linked to the information system: the person responsible for the security of the Group’s information systems reports hierarchically to CMNE’s IT Departments and in operational terms to the CMNE Group’s Ongoing Audit Directorate.

- There is a system in place for managing the security of information.

1.7.7 – Measures taken to ensure business continuity Protective programmes are aimed at generalising computer recovery plans and business continuity plans.

- These programmes are run by the Central Director responsible for IT, Organisation and Administrative Management, and by the Organisation Management executive.

- This work is monitored regularly by the Operating Risks Committee.

- A progress report is presented once a year to the Federal Board of Directors, which enables it to be kept informed of the system in place to enable the continuity of the CMNE Group’s businesses in the event of a major disaster.

- A crisis management system has also been developed.

- It is aimed at defining and organising the structures and procedures for crisis communication.

2 – Specific procedures relating to finance and accounting

2.1 – Frames of reference: - Accounting plan, procedure manuals - General operating regulations - Financial regulations - Group financial management agreement

2.2 - The Central Director responsible for Accounting and Management Auditing has three departments reporting to him: - The Accounting and Fiscal Management department,

which in particular: assists with implementing the overall accounting system plan and procedures, and handles their application,

organises and monitors the accounting for financial bodies and companies for which the department is responsible,

organises specific works to provide statements for financial periods and to draw up interim positions,

handles tax management for the CMNE Group, develops and implements the resources required

to enhance the security of accounting entries and auditing of Group accounts,

puts forward any adaptations needed or new rules to be inserted into financial regulations or into individual contracts governing relations between the various companies in the Group.

The Consolidation and Group Reporting department, which in particular:

organises and provides coordination specific works between the various parties involved for drawing up the consolidated accounts and any reporting required for the Group,

defines and updates the consolidation procedures used by the Group, consistent with the procedures laid down by the National Confederation,

in the context of regulatory requirements, analyses, monitors and comments on the various ratios and handles the implementation of new rules in relation with the functions involved,

assists with the implementation of the overall operating scheme of the accounting system and its procedures, consistent with regulatory requirements.

The Management Audit and Forecasting department, which in particular:

provides General Management with regular forecasts for the CMNE Group’s financial results, broken down by business area and including comments and proposed corrective action,

makes all budget-monitoring items and all performance and risk analysis items available to the various echelons of the CMNE organisation, enabling them to contribute towards improving the Group’s financial results and, in particular, to the various Technical Committees (Financial, Development, Performance Improvement and Requests for IT Resources),

designs and monitors all financial estimate quantification that is incorporated into the planning process, and drafts stage reports for the departments concerned,

suggests adaptations to financial regulations or associated contracts in terms of structural developments in the CMNE Group. It also updates the rules issued regarding relations between the companies in the Group,

draws up the periodic analysis of regulatory ratios, comments on any changes to them and carries out all forward-looking simulation work for the Finance Committee in order to make the most of these constraints,

establishes and monitors the profitability analysis for each product, market, customer, etc.,

designs dashboards at all levels of CMNE and draws up the operating specifications in conjunction with the operating managers, making them available to the parties in the CMNE Group within the deadlines set and also maintains them,

measures and analyses the financial impact and risks that the strategic companies have on CMNE’s consolidated result,

handles any management and training programmes that are specific to the various bodies in the Group,

handles relations with internal and external auditing bodies.

2.3 – Reporting directly to the Central Director responsible for Accounting and Management Auditing, the Datawarehouse Unit: - monitors the quality and consistency of the data used

to feed the warehouse, in particular through the data qualification module developed on a confederal level in the context of the regulations for Basle II,

- suggests corrective actions in collaboration with the specialist business areas concerned,

- provides information about validated data for the purpose of enhancing monitoring tools and ensuring they are consistent,

- prepares meetings for the Warehouse Committee, enabling there to be coordination between the various specialist business areas and providing monthly information about the quality allocated to the data and any actions undertaken,

- takes part in and works with the working groups organised on a confederal and interfederal level, aimed at implementing and organising audits for all of the specialist business areas and ensuring the continuity of the tools put in place.

2.4 - Also reporting directly to the Central Director responsible for Accounting and Management Auditing, there is a structure dedicated to “ongoing accounting audits”, which: - defines and implements accounting audit standards

and practices, - monitors the effectiveness and compliance of

internal audit processes, - analyses and follows up on recommendations made

by external audit bodies (Banking Commission, Company Auditors, etc.) and emanating from periodic audits (Group Audit Inspectorate) that may have an impact on accounting and tax management,

- handles relations with the various auditors (external audit and periodic audit bodies),

- provides regulatory monitoring of accounting standards and audit,

- assists and trains operating staff in applying auditing rules,

- passes on suitable information to the person responsible for Group ongoing audits and takes part in the Group’s Ongoing Audit Committee.

Chairman of the Board of Directors Crédit Mutuel Nord Europe Caisse Fédérale

Philippe VASSEUR

Report from the Auditors on the report from the Chairman of the Board of Directors

Report from the Company Auditors, drawn up pursuant to article L225-235 of Commercial Law

on the report from the Chairman of the Board of Directors of Caisse Fédérale du Crédit Mutuel Nord Europe

regarding the internal auditing procedures relating to the drafting and processing of the company’s accounting and financial information

Financial year ending 31st December 2007 Ladies and Gentlemen, In our capacity as Company Auditors for Caisse Fédérale du Crédit Mutuel Nord Europe and pursuant to the final paragraph of article L. 225-235 of Commercial Law, we present to you our report on the report drafted by the Chairman of your company, in accordance with the provisions of article L. 225-37 of Commercial Law, regarding the financial year ending on 31st December 2007.

It is the duty of the Chairman, in his report, to report in particular on the conditions for preparing and organising the work of the Board of Directors, as well as on the internal auditing procedures implemented within the company.

It is our duty to tell you of any observations that we have on the information provided in the Chairman’s report regarding the internal auditing procedures relating to the production and processing of accounting and financial information. We have carried out our work in accordance with the professional doctrine that applies in France. This requires us to implement all due care in assessing the sincerity of the information stated in the Chairman’s report regarding the production and processing of

accounting and financial information. This diligence consists in particular of: - familiarising ourselves with the objectives and

overall organisation of internal auditing, as well as with the internal auditing procedures regarding the production and processing of the accounting and financial information, as presented in the Chairman’s report, as well as the existing documentation;

- familiarising ourselves with the work underpinning the information and existing documentation;

- determining whether any majors deficiencies in the internal auditing process relative to drafting and processing the accounting and financial that we might have observed in the context of our assignment might constitute appropriate information in the Chairman’s report.

On the basis of this work, we have no observations to make regarding the information provided regarding the drafting and processing of the accounting and financial information contained in the report by the Chairman of the Board of Directors, drawn up in accordance with the provision of the final paragraph of article L. 225-37 of the Commercial Code.

Villeneuve d’Ascq and Neuilly-sur-Seine, 23rd April 2008 The Auditors

aCéa

Christian CHOUNAVELLE Deloitte & Associés

Sylvie BOURGUIGNON

Details of Group companies

Situation at 30th April 2008 Caisse Fédérale du Crédit Mutuel Nord Europe (CF CMNE) 4 Place Richebé - BP 1009 - 59011 Lille Cedex Tel: 03 20 78 38 38 Fax: 03 20 30 86 59 Website: www.cmne.fr Chairman of the Board of Directors: Philippe VASSEUR General Manager: Eric CHARPENTIER Deputy General Manager: Christian NOBILI

Bancassurance France CRÉFIDIS Credit finance company Registered office: 61 Avenue Halley - 59667 Villeneuve d’Ascq Cedex Tel: 03 59 31 34 02 Fax: 03 59 31 34 34 Website: www.crefidis.fr Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman of the Management Board: Philippe MONNIER Bancassurance Belux CRÉDIT MUTUEL NORD EUROPE BELGIUM (CMNE Belgium) Avenue des Arts 6-9 - 1210 Brussels (Belgium) Tel: 00 32 22 89 82 00 Fax: 00 32 22 89 89 90 Chairman of the Board of Directors: Philippe VASSEUR Chairman of the Management Committee: Eric CHARPENTIER

BKCP Crédit Professionnel SA Avenue des Arts 6-9 - 1210 Brussels (Belgium) Tel: 00 32 22 89 82 00 Fax: 00 32 22 89 89 90 Website: www.bkcp.be Chairman of the Board of Directors: Eric CHARPENTIER Chairman of the Management Committee: Werner ROGIERS

CPI BANQUE Crédit Professionnel Interfédéral Rue de la Station 40 - 7700 Mouscron (Belgium) Tel: 00 32 56 33 37 11 Fax: 00 32 56 34 52 53 Website: www.bkcp.be Chairman of the Board of Directors: Philippe VASSEUR Chairman of the Management Committee: Werner ROGIERS

BKCP BRABANT Boulevard du Regent 58 - 1000 Brussels (Belgium) Tel: 00 32 22 89 84 40 Fax: 00 32 22 89 84 41 Website: www.bkcp.be Chairman of the Board of Directors: Philippe VASSEUR Chairman of the Management Committee: Werner ROGIERS

FEDERALE KAS VOOR HET BEROEPSKREDIET (FKBK) Doorniksestraat 38 - 8500 Kortrijk Tel: 00 32 70 22 01 19 Fax: 00 32 56 21 61 95 Website: www.bkcp.be Chairman of the Board of Directors: Joseph VANDENBERGHE Chairman of the Management Committee: Werner ROGIERS

BKCP NOORD Dr. A. Rubbensstraat 45 - 9240 Zele Tel: 00 32 52 44 54 02 Fax: 00 32 52 44 60 44 Website: www.bkcp.be Chairman of the Board of Directors: Paul VAN ROMPUY Chairman of the Management Committee: Guido HENKENS

BANQUE DE CRÉDIT PROFESSIONNEL (CP BANQUE) 41 Rue des Croisiers - 5000 Namur Tel: 00 32 81 24 21 11 Fax: 00 32 81 24 2196 Website: www. bkcp.be Chairman of the Board of Directors: Roger MENE Chairman of the Management Committee: Daniel BROUET

Nord Europe Private Bank 4 Rue Henri Schnadt - L-2530 Luxembourg Tel: 00 352 45 45 221 Fax: 00 352 44 98 80 Website: www.nordeuropebank.lu Chairman of the Board of Directors: André CORMIER Chairman of the Management Committee: Bernard de THOMAZ Business Finance BCMNE Banque Commerciale du Marché Nord Europe 4 place Richebé - 59000 Lille Administrative office: 7 rue Frédéric Degeorge - 62000 Arras Tel: 03 21 71 71 51 Fax: 03 21 71 71 59 Website: www.bcmne.fr Chairman of the Monitoring Committee: Philippe VASSEUR Chairman of the Management Board: François CHABROL

BAIL ACTEA Property leasing 7 rue Frédéric Degeorge - 62000 Arras Tel: 03 21 71 44 11 Fax: 03 21 71 44 22 Website: www.bail-actea.fr Chairman of the Board of Directors: François CHABROL General Manager: Christian ROUSSEAU

BAIL IMMO NORD Real estate leasing Tour de Lille - 60 Boulevard de Turin - 59777 Euralille Tel: 03 20 30 73 74 Fax: 03 20 57 62 56 Chairman of the Board of Directors: Guy COURBOT General Manager: François CHABROL

BATIROC NORMANDIE Real estate leasing 2 rue Andreï Sakharov - BP 148 - 76135 Mont St Aignan Cedex Tel: 02 35 59 44 20 Fax: 02 35 59 13 82 Chairman of the Board of Directors: Guy COURBOT General Manager: François CHABROL

NORMANDIE PARTENARIAT 2 rue Andreï Sakharov - BP 148 - 76135 Mont St Aignan Cedex Tel: 02 35 59 44 20 Fax: 02 35 59 13 82 Chairman of the Board of Directors: François CHABROL General Manager: Denis THAERON

Insurance NORD EUROPE ASSURANCES (NEA) 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 90 90 Fax: 01 43 12 90 93 Chairman of the Monitoring Committee: Philippe VASSEUR Chairman of the Management Board: Bernard LE BRAS

ACMN IARD Assurances du Crédit Mutuel Nord Iard 4 Place Richebé - 59800 Lille Tel: 03 28 76 43 83 Fax: 03 28 76 43 80 Chairman of the Board of Directors: Bernard LE BRAS General Manager: Xavier LECOMPTE

ACMN VIE Assurances du Crédit Mutuel Nord Vie 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 90 90 Fax: 01 43 12 90 93 Website: www.acmnvie.fr Chief Executive Officer: Bernard LE BRAS

LA PÉRENNITÉ 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 90 90 Fax: 01 43 12 90 93 Website: www.laperennite.fr Chief Executive Officer: Bernard LE BRAS

NORD EUROPE LIFE LUXEMBOURG 62 Rue Charles Martel - L- 2134 Luxembourg Tel: 00 352 42 40 20 1 Fax: 00 352 42 40 20 44 Website: www.nellweb.com Chairman of the Board of Directors: Eric CHARPENTIER Managing Director: Bernard LE BRAS

Courtage Crédit Mutuel Nord Europe (CCMNE) 4 Place Richebé - 59000 Lille Tel: 03 20 78 39 84 Fax: 0820 360 900 Chairman: Bernard LE BRAS General Manager: Jacques NOIZE

PÉRENNITÉ ENTREPRISES 5 rue de Dunkerque - 75010 Paris Tel: 0820 352 352 Fax: 01 43 12 90 93 Chairman of the Board of Directors: Bernard LE BRAS General Manager: Odile EZERZER

VIE SERVICES 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 90 90 Fax: 01 43 12 90 93 Chairman: Bernard LE BRAS

Third-Party Management UFG GROUP 173 Boulevard Haussmann - 75008 Paris Tel: 01 44 56 10 00 Fax: 01 44 56 11 00 Website www.groupe-ufg.com Chairman of the Management Board: Xavier LEPINE Chairman of the Monitoring Committee: Philippe VASSEUR

UFG Investment Managers Assets management 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 01 00 Fax: 01 43 12 01 20 Website: www.ufg-im.com Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman: Xavier LEPINE General Manager: Christian DESBOIS

UFG ALTERAM - Alternative assets management 173 Boulevard Haussmann - 75008 Paris Tel: 01 43 12 64 20 Fax: 01 43 12 64 21 Website: www.ufg-alteram.com Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman: Xavier LEPINE General Manager: Christian DESBOIS

UFG PRIVATE EQUITY Capital investment 173 Boulevard Haussmann - 75008 Paris Tel: 01 44 56 41 80 Fax: 01 44 56 41 85 Website: www.ufg-pe.com Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman: Xavier LEPINE General Manager: Patrick LISSAGUE

UFG Partenaires Distribution, sales and marketing of investment products 173 Boulevard Haussmann - 75008 Paris Tel: 01 44 56 41 60 Fax: 01 44 56 41 65 Website: www.ufg-partenaires.com Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman: Jacques FAVILLIER General Manager: Thierry SEVOUMIANS

UFG Real Estate Managers Real estate investment 173 Boulevard Haussmann - 75008 Paris Tel: 01 44 56 10 00 Fax: 01 44 56 11 00 Website: www.groupe-ufg.com Chairman of the Monitoring Committee: Eric CHARPENTIER Chairman: Xavier LEPINE General Managers: Jean Marc COLY and Marc BERTRAND