Cariparma 2014 Inaugural Covered Bond Market Issue November 2014 - - PowerPoint PPT Presentation

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Cariparma 2014 Inaugural Covered Bond Market Issue November 2014 - - PowerPoint PPT Presentation

Cariparma 2014 Inaugural Covered Bond Market Issue November 2014 Disclaimer This document has been prepared by Cassa di Risparmio di Parma e Piacenza S.p.A. (Cariparma) for discussion and information purposes only and is only intended to


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Cariparma 2014 Inaugural Covered Bond Market Issue

November 2014

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1

Disclaimer

This document has been prepared by Cassa di Risparmio di Parma e Piacenza S.p.A. (“Cariparma”) for discussion and information purposes only and is only intended to provide a general

  • verview of the proposed transaction and should not be used for any other purpose. Failure to comply with this directive may result in a violation of the Securities Act of 1933, as amended

(the “Securities Act”), or the applicable laws of other jurisdictions where it would be unlawful (the “Other Countries”). None of Cariparma or its affiliates, advisers, dealers or representatives takes any responsibility for these materials or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it by any person. No representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. None of Cariparma or its affiliates, advisers, dealers or representatives, or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of this document or its contents or otherwise arising in connection with this document. The information, opinions, estimates and forecasts contained herein have not been independently verified and are subject to change without notice. They have been obtained from, or are based upon, sources we believe to be reliable but Cariparma makes no representation (either expressed or implied) or warranty on their completeness, timeliness or accuracy. Nothing contained in this document or expressed during the presentation constitutes financial, legal, tax or other advice, nor should any investment or any other decision be solely based on this document. This document is for preliminary informational purposes only, limited in nature, and is not an offer to sell or the solicitation of an offer to purchase or subscribe for any securities and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The information presented herein does not comprise a prospectus for the purposes of EU Directive 2003/71/EC (as amended by the EU Directive 2010/73). Without limiting the foregoing, this document does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or Other Countries. The securities referred to herein have not been, and will not be, registered under the Securities Act or the laws of Other Countries and may not be offered or sold within the United States

  • r Other Countries or to, or for the account or benefit of, U.S. persons (except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the

Securities Act) or Other Countries persons. Cariparma does not intend to register any portion of any offering in the United States or in Other Countries or to conduct a public offering of securities in the United States or Other Countries. All of the numerical data provided in this document is derived from Cariparma’s consolidated and corporate financial statements or from its registration document and annual report and financial review updates, unless otherwise indicated. This document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. By receiving this document you agree to be bound by the foregoing limitations. Forward-Looking Statements This communication may contain forward-looking information and statements about Cariparma Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “target” or similar expressions. Although Cariparma.’s management believes that the expectations reflected in such forwardlooking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Cariparma, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to, those discussed or identified in the annual reports and other filings with the French Autorité des marchés financiers made or to be made by Cariparma. Cariparma undertakes no

  • bligation to publicly update its forward-looking statements, whether as a result of new information, future events, or otherwise.
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2

Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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Executive Summary (1/2)

1

  • Cariparma Crédit Agricole Group: 86.5% controlled by Crédit Agricole of which 76,5%

Crédit Agricole S.A.

  • 8th largest retail banking group in Italy by number of branches, with 1.7 million customers
  • Operating in the prosperous regions of Northern Italy
  • Group scope including Cariparma, FriulAdria, Carispezia, Crédit Agricole Leasing Italia
  • Total assets: €50.6bn, of which €37bn in loans outstanding at H1-14
  • Net Income Group share: €70m at H1-14
  • Long-term ratings of Baa2 and BBB assigned by Moody’s and S&P respectively, the

highest bank ratings among Italian banks

Cariparma Crédit Agricole Group Highlights Cariparma Crédit Agricole Group Highlights

  • Inaugural Covered Bond market issue under Cariparma Covered Bond Programme,

created in July 2013

  • Provisional rating of A2 assigned by Moody’s

Transaction Transaction

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Executive Summary (2/2)

1

Cariparma is funded mostly by customers through deposits and bond issues with an average maturity of 3 to 4 years

  • The Italian covered bond market offers Cariparma
  • Access to longer maturities of 5 to 12 years
  • Diversification, with a broad market investor base
  • Currently, favorable market conditions
  • Accessing this market on a regular basis is a way of minimising and stabilising

Cariparma’s cost of funding

Transaction rationale for Crédit Agricole S.A. Transaction rationale for Crédit Agricole S.A. Transaction rationale for Cariparma Transaction rationale for Cariparma

  • This transaction is in line with Crédit Agricole S.A.’s strategy limiting cross-border

funding flows

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5

Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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6

Cariparma Crédit Agricole Group

Crédit Agricole Group: Customer-focused Universal Bank*

2

Farmers Individual customers Small businesses Corporates Local authorities Institutional customers

Savings management & Insurance

39 Regional Banks

CIB Specialised services

Poland

An integrated banking model to originate and provide a comprehensive range of financial services to all our customers An integrated banking model to originate and provide a comprehensive range of financial services to all our customers Crédit Agricole Group: a powerful sales force Crédit Agricole Group: a powerful sales force

Leading bank in France with 21 million customers and 7,000 branches nationwide Leading financial partner of the French economy with €400bn of loans outstanding to customers A bank with 6 million customers and 1,900 branches mainly in urban areas 8th largest retail bank in Italy by branch network size, leading foreign retail bank in the regions it serves, which are the most prosperous in Italy

In the French market:

Leader in all segments: Regional Banks’ and LCL aggregate penetration rates:

  • Individual customers: 36 %1
  • SMEs: 45 %2
  • Small businesses: 42 %3
  • Farmers: over 85 %4

Stable market shares since 2010:

  • Lending: 21 %5 of which 17.1% for the Regional Banks
  • Deposits: 25 %5 of which 20.5% for the Regional Banks

1,400 branches in Italy and Poland

  • 1. Aged 18 plus

Source: OPERBAC 2012 – CSA

  • 2. Overall penetration rate in 2013

(entities with 10 to 1,000 employees and over €1.5m of revenues) Source: "Les Entreprises et les Banques – 2013", TNS Sofres

  • 3. Penetration rate for personal or

business banking in 2012 (entities with less than 10 employees, excluding agriculture) Source: "Pépites 2011-2012", CSA

  • 4. Penetration rate for business

banking in 2012 Source: "Etude Installation des Agriculteurs, volet global", ADquation 2012.

  • 5. Total Regional Banks and LCL,

businesses and households, end- 2013 Source: Banque de France, Surfi statements, Crédit Agricole S.A.

* Source: 20 March 2014 Medium Term Plan

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Cariparma Crédit Agricole Group

Crédit Agricole Group in Italy

2

Asset Management & Insurance Asset Management & Insurance Corporate & Investment Banking Corporate & Investment Banking Specialized Financial Services Specialized Financial Services Retail Banking Retail Banking Continue Cariparma’s transformation and step up its development Continue Cariparma’s transformation and step up its development

Develop priority markets through Group synergies Develop priority markets through Group synergies

Continue to control risks Continue to control risks

  • Transform our distribution models

Reorganise and modernise the branch network Become a leading digital bank in Italy: develop

multi-channel and online banking

  • Gain market shares in lending and deposits and

increase cross-selling of Group products

  • Continue efforts to industrialise processes

Centralise some back office functions, automate

the branches, etc.: c.720 departures by 2015 (9% of 2012 headcount)

Industrialise lending and collection processes Develop

Group convergence (shared applications, tools, etc.)

  • A €180m investment programme to sustain our

development ambitions over the plan period

  • Develop

capability in the intermediate-sized enterprises segment through synergies between Cariparma and CACIB

  • Become a leading bank in farming and agri-food

sector in Italy

  • Strengthen the wealth management and private

banking

  • ffer

through synergies between Cariparma and CA Private Banking

  • Develop the insurance business and particularly

death & disability

  • Cariparma: decrease in cost of risk of c.60bp

(normalisation of economic conditions, result of lending policies implemented since the crisis)

  • Agos: continued reduction in cost of risk ahead of

initial plan

  • FGAC: maintain a low cost of risk (c.80bp)

Business lines in Italy 2016 ambitions*

2013-2016 Cariparma revenues: +5% p.a. Synergies in Italy in 2016: c.€500m Decrease in cost of risk: c.40% for Agos and Cariparma

* Source: 20 March 2014 Medium Term Plan

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Cariparma Crédit Agricole Group

A group operating in Italy’s most prosperous regions

2

  • 1.7 million customers
  • 1.5 million individual

customers

  • 240,000 small business

customers

  • 15,000 corporate customers

Exposure to individual customers, specifically the high net worth segment, above the Italian banking sector average

  • High contribution from clients
  • Revenue per customer > €920
  • €36bn in on-balance sheet

deposits at H1-14*

  • €54bn in off-balance sheet

savings at H1-14*

  • €37bn in loans outstanding at

H1-14*

  • 8th largest retail bank in Italy with 920 branches (including Private, Enterprise and Corporate Centers)
  • Backbone in Italy for all the Group's businesses
  • Operating in the prosperous regions of Northern Italy which have a higher GDP per capita and a lower

unemployment rate than the French average GDP per capita by region, in €K in 2012

GDP per capita €18,000-25,000 GDP per capita €25,000-29,000 GDP per capita ≥€30,000 GDP per capita €29,000-30,000 GDP per capita ≤€18,000

16.4 28.1 31.5 27.3 25.6 22.3 23.3 18.0 20.0 34.5 16.6 29.1 19.7 33.8 29.2 33.1 27.9 29.5 17.2 16.8 5.2% 1.9% 8.3% 6.7% 0.7% 14.0% 1.1% 1.2% 3.0% 1.8%

On-B/S deposits market share, December 20131

  • 1. Includes deposits and bank bonds (based on Bank of Italy data)

Source: Italian statistics, 2013

>10% 5-10% 2-5% 1-2% <1% Not present

* Source: Consolidated half-year Financial report as at 30th June 2014

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Cariparma Crédit Agricole Group

Organisation & History

2

2006 2011

  • Continuation of the expansion strategy in

Italy, with the acquisition of 96 branches and Carispezia from Intesa Sanpaolo S.p.A. 13.50% 76.50% 10.00% 85.00% 80.17% 80.00%

2014

  • Medium Term Plan
  • Significant development of Crédit Agricole

Group’s International retail banking business line with the announced acquisitions of Cariparma, FriulAdria and 202 Banca Intesa branches in Italy.

*

* Cariparma Crédit Agricole Group scope includes: Cariparma, FriulAdria, Carispezia and Crédit Agricole Leasing Italia

Italy

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Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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Cariparma Crédit Agricole Group Financial Highlights

Results at 30.09.2014 as disclosed in Crédit Agricole S.A. Q3-14

Business performance

  • Continued rise in production in life insurance and

mutual funds: customer funds up €3.4bn (+18.2%) YoY

  • On-balance sheet deposits: down 1.1% QoQ in Q3, up

1.6% YoY in Q3

  • Loans outstanding: up 0.8% YoY, with home loans up

5.1%

  • Loan-to-deposit* ratio: 89%
  • Branch network transformation continued

Net income Group share: €32m in Q3-14

  • Revenues: up 3.7% YoY in Q3
  • Improvement since Q1-13
  • Improvement of margin thanks to fall in average cost of deposits

and to investment of liquidity surplus with the Group's other Italian subsidiaries

  • Fee and commissions income still underpinned by off-balance

sheet deposits

  • Expenses under control: up 2.3% YoY in Q3, down

2.8% YoY in first 9M

  • Continued improvement in cost/income ratio
  • Cost of risk: up 18.2% YoY in Q3, up 8.0% YoY in first

9M

  • Impaired loans ratio: 12.6%, with coverage ratio of 44.2%

(including collective reserves)

33,0 33,1 33,2 33,3 33,3

Sept 13 Dec. 13 Mar- 14 June 14 Sept 14 34,7 36,2 36,0 35,7 35,3 51,4 50,9 52,1 54,1 56,1 Sept 13

  • Dec. 13

Mar-14 June 14 Sept 14

On-balance sheet Off-balance sheet 91.4

Net income for Cariparma Group* and *** : €136m in 9M-14

Customer business (€bn) Contribution to Crédit Agricole S.A. results (€m)

€m Q3-14 ∆ Q3/Q3 9M-14* ∆ 9M*/9M**

Revenues 410 +3.7% 1,219 +3.7% Operating expenses (230) +2.3% (691) (2.8%) Gross operating income 180 +5.6% 527 +13.7% Cost of risk (109) +18.2% (319) +8.0% Net income 43 +21.0% 133 +15.0% Net income Group share 32 +26.1% 96 +14.6% Cost/income ratio*

56.1% (0.8pp) 56.7% (3.8pps)

* Excluding items recognised by Cariparma in its local consolidated financial statements at 31/12/13 after closing of Crédit Agricole S.A. financial statements, i.e. +€80m in revenues, o/w +€92m for revaluation of Bank of Italy shares and -€109m in cost of risk and tax consequences relating to these restatements ** After restatement in Q4-12 of additional provisions required by Bank of Italy recorded in the Corporate Centre in Q4-12 and in Cariparma’s contribution in Q1-13 (€39m) *** According to the local perimeter

Customer assets Loans

89.8 86.1 87.1 88.1

3

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Cariparma Crédit Agricole Group Financial Highlights

Construction of Cariparma Crédit Agricole Group P&L at H1-14

3

*Excluding items recognised by Cariparma in its local consolidated financial statements at 31/12/13 after closing of Crédit Agricole S.A. financial statements, i.e. +€80m in revenues, o/w +€92m for revaluation of Bank of Italy shares and -€109m in cost of risk and tax consequences relating to these restatements

H1-14 in €m Contribution to Crédit Agricole S.A. results* Crédit Agricole Leasing Italia &

  • interco. results

Cariparma Credit Agricole Group local scope* Non-recurring tax impact re. Bank of Italy equity stake Cariparma Crédit Agricole Group local scope Net interest income 491 14 505 505 Net Commission Income 331 (1) 330 330 Other Income (13) 22 9 9 Revenues 809 35 844 844 Staff Expenses (289) (2) (291) (291) Administrative Expenses (143) (1) (144) (144) Depreciation and Amortisation (29) (12) (41) (41) Operating expenses (461) (15) (477) (477) Gross operating income 348 19 367 367 Cost of risk (210) (9) (219) (219) Income before tax 138 10 148 148 Tax (48) (4) (52) (22) (74) Net income 90 6 96 (22) 74 Net income Cariparma Crédit Agricole Group share 86 6 92 (22) 70 Net income Crédit Agricole Group share 65

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Cariparma Crédit Agricole Group Financial Highlights

Ranking at H1-14

CREDEM BPV BPM CARIGE GCRP BNL Gruppo BPER UBI BP MPS ISP

5,984

UNICR

7,765

NUMBER OF BRANCHES COST/INCOME (%) NET DOUBTFUL LOANS*/NET LOANS (%) TOTAL VOLUMES (loans, on and off-balance sheet customer assets €bn)

371 251 238 140 127 122 101 82 79 73

CARIGE BPV CREDEM BPM BPER GCRP BNL Gruppo BP UBI MPS ISP

1,156

UNICR

1,294

MPS UNICR

4.0

ISP

4.0

BNL Gruppo

4.0

BPM

3.8 5.8

BPV

7.1 5.7

CARIGE BP

5.1

BPER

7.2

UBI

4.3

GCRP

2.7

CREDEM

1.6

CREDEM CARIGE

72.9 64.7

MPS

64.3 61.7

UNICR

63.5

BP

61.7

BNL Gruppo UBI

60.2

BPV

58.7

BPM

57.0

GCRP

56.5

BPER

55.5

ISP

50.3

* **

543 657 668 672 843 888 1,291 1,679 1,958 2,333

*

* Excluding Private, Enterprise and Corporate Centers *Unicredit: direct collection as at December 2013 (source: Il Sole 24 Ore) ** BNL Group: estimated total volumes. Indirect funding from customers is not provided in the Financial Statements * Sofferenze Source: First 12 Italian banking groups’ press realeases

3

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Cariparma Crédit Agricole Group Financial Highlights

Key Indicators at H1-14

(€ m, %)

* Phased-in ** Long-term ratings assigned to Cariparma S.p.A. capped at Italian Sovereign ratings *** Cash equivalent Source: Consolidated half-year Financial report as at 30th June 2014

LOANS (€m) FUNDING (€m) CAPITAL RATIOS (€m) RATIOS RATINGS**

30.09.2014 CET1* 2,550 2,595 Tier Total 3,095 3,159 RWA 23,782 23,030 CET1 ratio* 10.7% 11.3% Total Capital ratio 13.0% 13.7% Cost/Income 56.5% Cost of Credit 115 b.p. Coverage of NPL 38.3% Coverage NPL (including collective reserves) 44.9%

3

Loans 36,567

  • /w Crédit Agricole S.A. companies

2,800

  • /w Individual Customers loans

14,259

  • /w SME & Small businesses

12,934

  • /w Corporates

3,896

Loans to banks 3,204

  • /w to Crédit Agricole S.A.

2,869

On-balance sheet customer assets 35,970 From banks 5,648

  • /w Crédit Agricole S.A. Group

4,708

  • /w Crédit Agricole S.A. Group sub

770

  • /w Crédit Agricole S.A. Group other

3,938

From ECB 800 Total reserves*** 9,279

  • /w RMBS

3,466

  • /w Covered Bond

2,314

  • /w sovereign (BTP) portfolio

3,223

Off-balance sheet customer assets 54,242 S&P BBB Moody's Baa2 Covered Bond provisional rating from Moody’s A2

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Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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Italian Housing Market

Volume adjustment completed / Price adjustment still under way

Volumes reached a low point in 2013

  • Since

the 2006 peak the number

  • f residential

transactions has halved

  • Transactions forecast (source: Nomisma) shows a

slow and progressive recovery starting from 2014 (+7.9% in 2014, +12.0% in 2015 and +5.6% in 2016)

  • Transaction volumes in Q1-14 and Q3-14 increased

by 4.1% vs. Q1-13 and Q3-13 (source: Agenzia delle Entrate);

  • As a consequence, mortgage loan volumes increased

by 8% in Q2-14 vs. Q2-13, the first increase since 2011

  • The fall in prices is expected to slow down
  • The market is not characterised by excess supply.

Public housing is limited

  • Price adjustment has been slower than adjustment in

volumes, but has accelerated in 2013, with a 19% fall from the 2008 peak

  • The fall in prices (source: Nomisma) is expected to

continue in 2014 (-4.6%) and 2015 (-1.2%); a turnaround is expected in 2016 (+1.4%)

200000 400000 600000 800000 1000000 1200000 2005 2006 2007 2008 2009 2010 2011 2012 2013

Number of residential transactions

Ireland Spain France Italy Sources : HMRC, INE, Notaires, Nomisma, Crédit Agricole S.A. 869308 403124 516149 400 000 450 000 500 000 550 000 600 000 650 000 700 000 750 000 800 000 850 000 900 000 2 000 2 001 2 002 2 003 2 004 2 005 2 006 2 007 2 008 2 009 2 010 2 011 2 012 2 013 2 014 2 015 2 016

Italy : residential transactions

Source : Nomisma, Crédit Agricole S.A. number of transactions

  • 53,6%

100 200 300 400 500 600 50 100 150 200 250 300 1995 1998 2001 2004 2006 2009 2012 2014 Index 1996=100

Residential housing price

Germany Italy Spain France The Netherlands United Kingdom Portugal Ireland (rhs) Source : Oxford Economics, Ministerio de Fomento, INSEE, Halifax, Statistics Netherlands, Nomisma, Crédit Agricole SA

estimations

4

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Italian Housing Market

A sound mortgage loan market: not oversized and low sustainable indebtedness

  • The Italian mortgage loan market is small

compared to that of other European countries

  • Italian residential mortgages loans / GDP ratio =

23.1% vs. 40.2% for Euro area

  • Italy is the third economy in the Euro area but only

the fifth mortgage loan market

  • The Italian household indebtedness rate is

lower than that of international peers

  • In addition, the high ownership rate (73%)

limits both volatility and growth prospects of the mortgage loan market

  • Supporting factors
  • The Italian market is sustained by tax incentives

regarding:

  • Property restructuring (tax-deductibility)
  • Buy to let (tax-deductibility from decree-law “Sblocca

Italia”)

  • ECB monetary easing measures
  • However, the weakness of demand should

limit lending recovery

20 40 60 80 100 120 140 160 180 200 03 04 05 06 07 08 09 10 11 12 13

Households residential indebtedness rate

Portugal Spain France Italy Germany The Netherlands United Kingdom Ireland Sources : Eurostat, Crédit Agricole S.A. % of disposable income

4

53.4% 63.1% 67.0% 67.1% 67.9% 70.2% 72.9% 75.0% 82.7%

10 20 30 40 50 60 70 80 90

Germany France Euro area Netherlands UK Ireland Italy Portugal Spain

Ownership rate

Sources : Eurostat, Crédit Agricole S.A.. Date: 2011

361 882 1.018 604 387 3.858 23% 43% 37% 59% 64% 40%

0% 10% 20% 30% 40% 50% 60% 70% 80% 500 1.000 1.500 2.000 2.500 3.000 3.500 4.000 4.500

Italy France Germany Spain Netherlands Euro Aera

Mortgages loans (31 December 2013)

Stock (€bn) Outstandings / GDP

Sources : ECB, Crédit Agricole S.A.

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18

Italian Housing Market

A sound mortgage loan market: cautious origination process

  • A cautious origination process
  • In Italy, the granting of a mortgage loan is based on

the borrower’s ability to repay and not on the value and quality of the housing asset. As a general rule, the ratio

  • f

repayments to income must not significantly exceed one third of the borrower’s net income after tax

  • Low risk characteristics of the loans
  • Loans are almost always amortising, with constant

repayments

  • Although most housing loans have a floating rate,

the share of floating rate with cap and fixed rate is increasing

  • The average mortgage maturity has been fairly

stable

  • Loan-to-value (LTV) ratios are quite low and their

increase has been limited with the crisis (from 65% in 2007 to 67% in 2013, source CA Eco)

  • Non-standard and subprime lending is marginal
  • Mortgage arrears are still increasing, though to a lesser

extent: arrears increased by 8% YOY in 2013 compared to 9% YOY in 2012. This confirms the persistent constraints on borrowers’ income created by the general macroeconomic and unemployment challenges, although some sign of recovery is likely in early 2014.

  • Performance deterioration should be moderate, also

thanks to the average original LTV, lower than in many

  • ther European countries, but any clear reversal in

performance trends will take time to become visible.

  • Fitch expects the benefit of continued low rates to not

fully offset the lagging effects of high unemployment, economic deterioration and of a slow recovery, putting some additional pressure on borrowers.

Fitch, Mortgage and Housing Market Outlook, January 2014

4

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19

Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive summary

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20

47.5% 0.9% 1.6% 50.0% Fixed rate Mix rate Floating rate with cap Floating rate without cap

Cariparma Crédit Agricole Group Residential Mortgage loan Business

Highlights

5

735 735 891 843 968 1,092 1,333 403 1,168 1,368 1,242 1,743 890 991 1,273 1,377 1,374 1,489 1,840 545 1,545 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2013 2014 83.4 83.2 101.2 91.8 103.5 121.9 149.6 43.7 131.7 153.3 132.8 187.7 98.0 102.2 137.7 146.9 147.6 165.4 202.2 55.6 164.2 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2013 2014

  • Cariparma Crédit Agricole

Group: a significant player in Italian residential financing:

About €12bn of mortgage loans at June 2014,

about €1.4bn of annual production (2013)

2014 mortgage loans production: €1.2bn from

January to September 2014

Market share of about 6% in Italy in 2014

(source: ABI)

  • Cariparma

Crédit Agricole Group mortgage loans risk level:

  • Mortgage

deed registration: 1st level mortgage deed registered is 150% of the loan amount

  • At 30 June, 2014, 2.7% of NPL loans of which

1.3% of “Sofferenze” (doubtful loans).

  • Provisioning policy: loan loss reserves 15% of

NPL loans (doubtful + substandard loans)

2014 new mortgage loans interest rate type New mortgage loans (volumes in million) New mortgage loans (number)

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21

Cariparma Crédit Agricole Group Residential Mortgage loan Business

Well-established selection and risk management processes

Origination process relies on the borrower’s repayment capacity, which is assessed through a comprehensive risk analysis

  • Direct / indirect financial promoters: 60% of the mortgage loans are originated directly by Cariparma’s branches, while in 40% of cases, customers come from Indirect
  • promoters. Both mortgage loans originated by direct and indirect promoters are analysed and monitored under the same policies / limits.
  • At branch level: the manager of the branch prepares the mortgage application and enters the information into PEF (Pratica elettronica di Fido). Through PEF

Cariparma (i) performs analysis on databases (CRIF, CERVED, DATABANK), (ii) checks compliance with credit policy, (iii) carries out the calculation of an acceptance rating, and (iv) defines the levels of decision-making autonomy for the approval of the file. Loan application goes through a fully standardised process

  • At the end of the process, PEF assigns to customers a synthetic assessment summarised by three categories ((i) “positive”, (ii) “to be reviewed” and (iii) “refused”,

which determines the different procedures and the decision makers.

  • Approval process: crossing (i) the outputs of the PEF system with (ii) the amount to be approved, the approval can be assigned at branch level or at central

department level. On average, no more than 30% of the requests are approved at branch level.

  • Property valuation: the asset to be financed is always subject of a technical report.
  • Real estate appraisals: Cariparma uses only independent appraisers for its real estate appraisals.
  • Borrower’s age and type: maximum borrower’s age at maturity < 80 years.
  • Loan Term: maximum tenor of 30 years.
  • Debt to net income ratio (DTI): installment / net income ratio can not exceed 30%, this limit can be waived only in exceptional cases on the basis of documented

verification.

  • Mortgage deed registration: 1st level mortgage deed registered is 150% of the loan amount (110% for employees).
  • LTV: 80% of the value of the mortgaged property for the “first home” / 70% in the case of home loans brokered by brokerage company / up to 60% in case of

restructuring, holiday home and properties located abroad (with mortgage collateral in Italy).

  • The mortgaged property from the mortgage collateral must be insured against the risks of fire, lightning, explosion.
  • Cariparma Crédit Agricole Group offers customers Crédit Agricole Home Protection Insurance, characterised by an annual premium with automatic renewal.
  • The holders of the mortgage have the option to subscribe to further creditor protections.
  • The value of the property is verified at least once a year, with possibility to use statistical methods to monitor the value and identify properties requiring a check.
  • If statistical method shows a significant depreciation, a new appraisal is made.

Underwriting Lending Criteria Property risk Surveillance

5

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Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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Cariparma OBG Programme

Italian Covered Bond legal framework

Name of the instrument Legislation Asset Ring-fencing Integration Assets Main eligibility criteria for assignement Inclusion of hedge positions Controls Mandatory Tests 1st claim on the cover pool in the event of insolvency of the Issuer Dual Recourse Compliant with UCITS 52 (4) Over-collateralisation Obbligazioni Bancarie Garantite (OBG) Law 80 14/5/2005 amending art 7-bis of Law 130/1999; Ministry Finance & Economy regulation 310 dated 14/12/2006 and Bank of Italy instructions issued 17/5/2006 Cover assets are segregated by law after the transfer to a separate entity Bank deposit <1yr up to 15% of cover assets EEA and Switzerland, LTV 80% for residential mortgage loans (60% for commercial mortgage loans) Hedge positions are part of structural enhancements intended to protect bondholders Supervision by Bank of Italy Ongoing controls by the asset monitor (including controls of mandatory tests) The Nominal Value (NV) of the Cover Pool must be at least equal to the NV of the outstanding OBG. The NPV of the cover pool must be at least equal to the NPV of the outstanding OBG. Interest deriving from the Cover Pool must be sufficient to cover interest due under the OBG. Any loans in arrears or delinquent must be excluded for the check of the mandatory tests. In case of issuer’s default, OBG holders benefit from a priority claim on the assets included in the cover pool for all payments due under the covered bond. Dual recourse both on the issuer and on the cover pool. In case of issuer’s default and if the cover pool is insufficient for all payments due under OBG, OBG bondholders have a claim against the issuer ranking pari passu with the issuer’s unsecured creditors Yes Minimum over-collateralisation required to comply with the mandatory coverage tests. Voluntary over-collateralisation above the minimum OC protected. Bankruptcy remoteness In case of issuer’s insolvency, the OBG are not accelerated.

6

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Cariparma OBG Programme

Structural features and structure overview

  • The Programme
  • €8bn Covered Bond Programme: first issue in July

2013, with a €2.7bn retained issue (ECB purpose)

  • November

2014: €2.7bn retained issue partially cancelled (€1.5bn)

  • Currently outstanding : €1.2bn retained OBG
  • Provisional rating: A2 from Moody’s
  • Cover pool
  • Mortgage loans transferred to Cariparma OBG srl
  • Self-originated mortgage loans by Cariparma, BP

FriulAdria and Carispezia; there are also loans

  • riginated by banks/branches purchased from Intesa

SanPaolo

  • Property located in Italy
  • No arrears on the transfer date
  • Current cover pool : 100% residential mortgage

loans

  • Over-collateralisation
  • 7.5% committed over-collateralisation (OC)
  • Current OC of about 40%
  • Monitoring
  • Mazars: Asset Monitor reporting to Bank of Italy

ORIGINATOR and SERVICER AS INVESTOR CARIPARMA OBG SRL GUARANTOR ISSUER Transfers of Assets Purchase price OBG

SELLERS

ASSET MONITOR

Proceeds BANK OF ITALY Supervision Subordinated Loan Repayment of Subordinated loan Covered bond Guarantee SELLERS MARKET INVESTORS OBG Proceeds Covered bond Guarantee

6

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Cariparma OBG Programme

Market risk monitoring

6

  • Interest rate exposure
  • Cover pool is mostly floating rate
  • Floating rate for €1.2bn retained OBG
  • Asset and liabilities matching controls

Semi annual regulatory stress tests

  • Nominal Value Test
  • Net Present Value Test
  • Interest Coverage Test
  • Amortisation Test*

Additional internal controls

  • Regular monitoring based on cash flow model to check timely

payment of OBG with cash from cover pool including over- collateralisation

*To be performed only post OBG Guarantor event of default

Interest rate breakdown (€bn)

0,8 1,6 0,8 1,2 Fixed Floating with option Cover Pool Covered Bond retained

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Cariparma OBG Programme

Cover Pool at end-September 2014 (1/3)

33.1% 16.6% 17.6% 17.1% 12.5% 2.5% 0.5% 0% - 40% 40% - 50% 50% - 60% 60% - 70% 70% - 80% 80% - 100% >100%

Total mortgage outstanding cover pool 2,753,351,634 Substitute Assets 401,004,966 Number of loans 33,087 Average loan balance 83,216 WA Seasoning (month) 59 Remaining term (month) 222 WA cLTV (Current Loan to Value) 49.42% Interest rates of the credit pool 25.04% fixed 24.78% with option 50.18% floating Origination 100% Cariparma Crédit Agricole Group (details below)

68.2% 12.1% 5.5% 7.3% 7.0% Originated directly by Cariparma, FriulAdria and Carispezia under Cariparma Crédit Agricole Group Policies Originated by 173 Intesa SanPaolo branches before the acquisition in 2007 Originated by 96 Intesa SanPaolo branches before the acquisition in 2011 Originated by Cariparma and FriulAdria before 2007 (creation of the Group) Originated by Carispezia before entry in the Cariparma Crédit Agricole Group (2011) 69.1% 11.3% 5.4% 7.2% 7.0%

Breakdown by current LTV as % of outstanding amount Breakdown by outstanding amount (all loans) as % of

  • utstanding amount

10.2% 34.3% 31.2% 12.7% 8.0% 3.5% 0 - 50,000 50,000 - 100,000 100,000 - 150,000 150,000 - 200,000 200,000 - 300,000 300,000 - over

6

By banks/branches as of May 2013 (transfer date) By banks/branches as of September 2014 ORIGINATION ( % of outstanding amount)

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27

Cariparma OBG Programme

Cover Pool at end-September 2014 (2/3)

78.18% 13.95% 7.87% North Centre South 7% 31% 24% 38% 12-24 24-36 36-60 ≥60 13% 14% 29% 16% 10% 18% 0% 0 - 120 120 - 160 160 - 240 240 - 280 280 - 320 320 - 360 > 360 7.7% 10.0% 12.2% 6.8% 6.8% 19.0% 9.9% 6.6% 20.2% 0.8%

CAMPANIA EMILIA ROMAGNA FRIULI VENEZIA GIULIA LAZIO LIGURIA LOMBARDIA PIEMONTE TOSCANA VENETO ALTRO

Breakdown by region as % of outstanding amount Breakdown by seasoning (months) as % of outstanding amount Breakdown by remaining (months) as % of outstanding amount

6

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50% 25% 25% Fixed rate With Otpion Floating rate

Cariparma OBG Programme

Cover Pool at end-September 2014 (3/3)

4.6% 3.7% 45.1% 42.7% 3.8% 0.1%

0%-3% 3%-4% 4%-5% 5%-6% 6%-7%

  • ver 7%

94.7% 4.8% 0.5% Direct Debit Standing Order (RID) Cash

Cover pool mortgage loan performance

At end-September 2014:

  • Delinquent* loans: 4.8% of total cover pool (from which the installments in arrears

represent just 0.04% of total Cover Pool)

  • Cumulated Defaulted** loans: 0.6% of total Cover Pool
  • No Doubtful loans in the Cover Pool as they are transferred out monthly

* “Delinquent loan” means any Mortgage Loan in respect of which there is one or more installments due and not paid by the relevant Debtor and which has not been classified as Defaulted Loan. ** “Defaulted Loan" means any Mortgage Loan which has been classified as "crediti deteriorati" pursuant to the Bank of Italy's supervisory regulations (Istruzioni di Vigilanza della Banca d'Italia) and Cariparma’s credit and collection policy.

Interest type as %

  • f outstanding amount

Breakdown by fixed Interest as % of fixed rate outstanding amount Breakdown with option, margin

  • n Euribor 3M as % of with option outstanding

amount

Payment type as % of

  • utstanding amount

6

Breakdown floating rate margin

  • n Euribor 3M as % of floating rate outstanding

amount

27.9% 15.4% 13.4% 23.5% 19.5% 0.2%

0.0%-1.5% 1.5%-2% 2%-2.5% 2.5%-3.0% 3.0%-4.0%

  • ver 4.0%

43.8% 21.3% 10.4% 6.8% 16.0% 1.7%

0.0%-1.5% 1.5%-2% 2%-2.5% 2.5%-3.0% 3.0%-4.0%

  • ver 4.0%
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Cariparma OBG Programme

Summary

Issuer Cariparma Originator Cariparma / BP Friuladria / Carispezia Guarantor Cariparma OBG S.r.l. Asset Monitor Mazars Rating Provisional A2 from Moody’s Listing Luxembourg Stock Exchange Programme Amount €8bn Cover Pool* Italian residential mortgages only Governing Law Italian Law Arranger CA-CIB Risk Weighting (Standard Approach) 20% Representative of CB holders Zenith Compliant with UCITS 52 (4) CRR Yes Yes Outstanding OBG* 1 series €1.2bn

6

*As at 25 November 2014

Covered Bond Label Membership expected Maturity Soft bullet: 1 year extended maturity Eur 1 m + spread

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30

Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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31

Appendix

7

Mortgage Loan Eligibility Criteria Receivables deriving from contracts Mortgage loans: 1) which are Residential Mortgage Loans having a weighted-risk below35% (standard approach) and the LTV at the time of transfer was below 80%; 2) governed by Italian law; 3) in relation to which there is no installment due and unpaid for more than 30 days; 4) in relation to which the borrower has paid at least one (1) installment in respect of the Loan; 5) which do not allow limitations on transfer; 6) in respect of which is fully elapsed the pre- amortisation period; 7) denominated in Euro; 8) in relation to which there is no installment due and unpaid; 9) whose debtor is a person resident in Italy and belongs to the economic category of consumer families; 10) secured by first level mortgage deed registration; 11) in relation to which the current principal balance exceeds €2,000; 12) in relation to which the underlying property is located in Italy; 13) excluding mortgage loans in relation to which the payment of the installments (including the principal component and the interest component) (i) shall be subject to suspension still in progress, or (ii) has been subject to suspension and, despite the suspension being

  • ver, accrued interest during the period of suspension has not yet been fully paid;

14) excluding mortgage loans to debtors classified as doubtful.

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32

Contents

Cariparma Crédit Agricole Group Residential Mortgage Business

1

Cariparma Crédit Agricole Group Italian Housing Market

4 3 5 2

Cariparma Crédit Agricole Group Financial Highlights

6

Appendix

7

Contact list Cariparma OBG Programme

8

Executive Summary

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33

Contact List

Pierre Debourdeaux +390521912048 Chief Financial Officer pierredebourdeaux@cariparma.it Stefano Marlat +390521913306 Head of Financial Management stefanomarlat@cariparma.it Arturo Cerbone +390521913179 Head of Capital Management arturocerbone@cariparma.it Cristian Segnani +390521913165 Capital Management cristiansegnani@cariparma.it Website: www.gruppocariparma.it

8

CA-CIB Fabio Reali +390272303283 Head of Structuring Italy fabio.reali@ca-cib.com