Sopassure (holding company set up jointly by La Poste and the Caisse d’Epargne Group) 49,191,780 35.68% 35.93%
Sopassure (holding company set up jointly by La Poste and the Caisse d’Epargne Group) 49,191,780 35.68% 35.81%
* CNP Assurances’ main shareholders – Caisse des Dépôts et Consignations, La Poste, the Caisse d’Epargne Group and the French State – signed an agreement on 2 September 1998 stating their intention to remain shareholders of CNP Assurances over the long term and implement common policies. The agreement, which is for a renewable period of 5 years, was published by the former French securities regulator (Conseil des Marchés Financiers). It also contains provisions concerning the temporary non-transferability of the shares held by the signatories of the agreement and gives the signatories a pre-emptive right to acquire any shares that may be offered for sale by the other signatories (with the exception of the French State).
• The Conseil des Marchés Financiers ruled that the combining of the interests held by La Poste and the Caisse d’Epargne Group within a joint holding company did not materially alter the balance of interests among the members of the shareholders’ pact and that La Poste and the Caisse d’Epargne Group were therefore not required to launch a takeover bid for CNP Assurances.
Sopassure (holding company set up jointly by La Poste and the Caisse d’Epargne Group) 49,191,780 35.48% 35.54%
• On 23 September 1998, the interest held by Caisse des Dépôts et Consignations was raised from 30% to 40% and the interest held by La Poste from 17.5% to 20%, through the acquisition of shares held by the French State in preparation for the transfer of CNP Assurances to the private sector.
• The French State sold approximately 6.5% of CNP Assurances’ capital to new shareholders – the civil service mutual insurance companies, AGRR Prévoyance and Compagnie Suisse de Réassurances.
• The above share sales had the effect of reducing the French State’s interest in CNP Assurances’ capital from
• On 25 September 2000, the Executive Board decided to use the authorisation given at the Annual General Meeting of 6 June 2000 to carry out an employee rights issue. A total of 443,786 new FRF 25 par value shares were issued on 15 December 2000, ranking pari passu with existing shares. The issue proceeds totalled €11,999,973.44 (FRF 78,714,665.78), including FRF 11,094,650 credited to the capital account and FRF 67,620,015.78 to the share premium account. At 31 December 2000, current and former employees of the Company held a total of 1,207,896 shares, including shares held through Group savings plans.
• The Executive Board used the authorisation given at the Annual General Meeting of 6 June 2000, to convert the share capital into euros by converting the par value of the shares and rounding up the converted amount to the nearest whole number of euro. The resulting capital increase – from FRF 3,428,192,700 to €548,510,832, divided into 137,127,708 ordinary shares with a par value of €4 – was paid up by capitalising reserves.
There were no changes in the Company’s capital in 2003, At 31 December 2003, current and former employees of the Company held a total of 1,482,563 shares, including shares held through Group savings plans, representing 1.08% of the capital.
• On 7 January 2004, the Executive Board decided to use the authorisation given at the Annual General Meeting of 4 June 2002 to carry out an employee rights issue. A total of 731,402 shares were issued on 25 June 2004, ranking pari passu with existing shares.
• On 19 July 2004, the Executive Board decided to carry out an international employee rights issue. A total of 49,836 shares were issued on 22 December 2004, ranking pari passu with existing shares.
At 31 December 2004, employees and former employees held 1,868,184 shares, directly or indirectly, representing 1.35% of the capital.
* Recommended dividend, subject to approval at the 7 June 2005 Annual General Meeting. The 2004 dividend does not give rise to any avoir fiscal tax credit (Finance Act dated 31 December 2003)
NUMBER OF SHARES WITH DIVIDEND RIGHTS 137,127,708 137,127,708 137,854,064 137,854,064 138,635,302
• On 22 November 2004, CNP Assurances signed an agreement for the purchase of 57.5% of the capital of Fineco Vita, the bancassurance subsidiary of Italy’s Capitalia Group.
The transaction was completed on 17 February 2005, and the shares were acquired by CNP Assurances with retroactive effect from 1 January 2005.
• None of the interests held by CNP Assurances in its portfolios exceeded any legal or statutory disclosure thresholds in 2004.
• KPMG Audit, Department of KPMG SA 1, cours Valmy 92923 Paris-La Défense Cedex represented by Régis Tribout.
• Mazars et Guérard, Le Vinci 4, allée de l’Arche 92075 Paris-La Défense Cedex represented by Pascal Parant.
The amounts awarded to employees under incentive plans based on collective growth objectives over the last five years are as shown below. These amounts do not include any matching payments by the Company.
The CNP Group statutory profit-sharing agreement was signed on 17 May 2000 and has been in force since 1 January 1999. The amount recorded in the special profitsharing reserve is allocated among eligible employees based on the period worked during the reference year and their gross salaries.
202 Statements 1.3 PERSONS RESPONSIBLE FOR THE AUDIT OF THE ACCOUNTS
Mazars et Guérard 1998 AGM to approve the 2003 Le Vinci, 4, allée de l’Arche financial statements 92075 Paris-La Défense Cedex represented by Pascal Parant Substitute: Charles Vincensini 1998 AGM to approve the 2003 financial statements
This Document de Référence is the responsibility of Gilles Benoist, President of the Executive Board. Our responsibility is to express an opinion on the fairness of the information about the financial position and the accounts contained in this Document de Référence.
Our procedures, which were performed in accordance with French professional standards, consisted of assessing the fairness of the information about the financial position and the accounts and verifying that this information agrees with the audited financial statements, reading the other information contained in the Document de Référence in order to identify any material inconsistencies with the information about the financial position and the accounts, and reporting any manifestly incorrect information that came to our attention, based on our overall knowledge of the Company, as acquired during our audit, except for embedded value information.
1. Persons responsible for the Document de Référence and the audit of the accounts 1.1 PERSON RESPONSIBLE FOR THE DOCUMENT DE RÉFÉRENCE
Concerning the embedded value information, we obtained assurance that this information was consistent with the conclusions of the report issued by the independent actuary, BW Deloitte, on 8 March 2005, on its validation of the method used and its review of the calculations performed by CNP Assurances.
Our firms and Calan Ramolino et Associés audited the financial statements of the Company and the Group for the years 2003 and 2002 prepared in accordance with French generally accepted accounting principles, as approved by the Executive Board. The reports on these financial statements did not contain any qualifications or emphasis of matter.
Based on the procedures described above, we have nothing to report with respect to the fairness of the information about the financial position and the historical financial statements contained in this Document de Référence.
• Organisation (relations between the Company and subsidiaries, information about subsidiaries)...................153 to 155
• Segment information .....................................................................................................................................64 to 69, 99 and 100, 175 and 176
• Membership and organisation of the Supervisory Board and Executive Board ..................................12 and 13, 131 to 137
Translated and adapted from the French Document de Référence filed with the Autorité des Marchés Financiers. The complete Document de Référence, in French, is available on request from the Company and can also be downloaded from the CNP Assurances web site Only the French language version is binding on the Company.
Le Forum 26, rue de Rennes – BP 804 49008 Angers cedex 01
Immeuble Hermès 6, place des Colombes – BP 31-41 35031 Rennes cedex
Immeuble “Le Jean Cirey” 6, allée du Cardinal de Givry 21000 Dijon
HEADQUARTERS 4, place Raoul Dautry 75015 Paris Tel. +33 (0) 1 42 18 88 88 Web site: www.cnp.fr
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