finanCial statements 4 notes to the company financial statements 4.5. notes to the ComPany finanCial statements
The recovery on the financial markets from March 2009 on (the CAC 40 index finished up 22.3% for the year to stand at 3,936.33 points), coupled with lower interest rates, generated unrealised gains on the Company’s portfolio of financial assets (€3,043 million and €5,548 million, respectively, on financial assets recognised in accordance with Articles R.332-20 and R.332-19 of the French Insurance Code). The liquidity risk reserve, excluding segregated PERP portfolios and points-based plans, was reversed in full (positive impact of €224.3 million on the Company’s profit at 31 December 2009).
Even after the stock market recovery, the fall-out from the 2009 financial crisis continued to send shockwaves throughout the business. Certain Italian clients had invested in contracts backed by Lehman Brothers bonds and, in the wake of the difficulties caused by the collapse of this institution in September 2008, the Italian market began to shun unit-linked and index-linked products. In late 2008, CNP UniCredit Vita launched a range of non-unit linked products which generated premium income of over €3 billion in 2009. Given the strategic change inherent in CNP UniCredit Vita’s new product mix, the Company reviewed the subsidiary’s business plan together with the value of its interest in the capital of this subsidiary.
On 25 June 2009, CNP Assurances (CNP) and Barclays Bank PLC (Barclays) entered into a 25 year business alliance to develop their life insurance businesses via Barclays’ networks in Spain, Portugal and Italy.
Under the terms of this agreement: ■ CNP Assurances will acquire a 50% stake in Barclays’ life insurance subsidiary – Barclays Vida y Pensiones (BVP) – which operates in Spain and Portugal. The partners will also launch new insurance operations in Italy to bolster currently existing businesses. CNP Assurances has management and financial control over BVP and it was fully consolidated in its books at 31 December 2009;
■ the partners will enter into an exclusive agreement to distribute a comprehensive range of life insurance and pension products (including savings, pensions and personal risk insurance products) through Barclays’ networks in Spain, Portugal and Italy.
Barclays and CNP Assurances are jointly committed to developing a solid life insurance business in Spain, Portugal and Italy by drawing on both Barclays’ proven experience and rapid growth in these countries (approximately 1,000 branches at end-2009) and the major growth potential of the Southern European insurance markets.
Following the recent partnerships signed with Barclay’s Bank Plc in Spain and with Marfin Popular Bank in Greece and Cyprus, this transaction completes the refocusing of CNP Assurances on its bancassurance core business.
Exercising the put option generated a pre-tax gain on disposal of €367.5 million in the Company accounts at 31 December 2009.
ll NoTe 2 subsequent events None ll NoTe 3 accounting policies and principles CNP Assurances’ Company financial statements are prepared in accordance with Articles 8 to 16 of the French Commercial Code (Code de commerce) and the implementing decree of 29 November 1983 for the Law of 3 April 1983.
3.1 EqUIty 3.1.1 share capital Expenses related to increases in the share capital are recorded in the share premium reserve.
For the purpose of measuring intangible assets, which include the work necessary for integrating business applications and licenses acquired, the Company applies CNC regulation No 2004-15 of 23 June 2004, concerning the definition, recognition and measurement of assets. This regulation is designed to bring accounting policies into line with IAS 38.
finanCial statements4 notes to the company financial statements 3.3 INvEStINg ACtIvItIES
Investments and related activities are accounted for in accordance with the French Insurance Code.
Amortised cost consists of acquisition cost less accumulated amortisation and impairment expense.
For the purpose of determining depreciation periods, properties are considered as comprising five significant parts with different useful lives: ■ land; ■ shell and roof structure; ■ facades and roofing; ■ fixtures; ■ technical installations.
Maintenance and upkeep costs are capitalised by significant part provided that future economic benefits are expected to flow from the work and that it can be estimated reliably.
Accumulated depreciation was calculated retrospectively in the balance sheet at 1 January 2005: each building was divided into specific parts and depreciated from the acquisition date through 1 January 2005, using the depreciation periods determined by the Company.
The split into specific parts was based on the average observed within each of the 8 reference building categories.
Bonds and other fixed income securities are recognised at their purchase price less any accrued income which is posted to the income statement at the end of the reporting period.
In accordance with the decree of 28 December 1991, any positive or negative difference between the redemption price of the bonds and their purchase price, net of accrued interest, is deferred over the period through to maturity of the bonds for all portfolios. The deferral calculations are performed on a yield-to-maturity basis for fixed rate securities and using a straight-line basis for variable rate securities.
finanCial statements 4 notes to the company financial statements 3.3.3 individual provisions for impairment of property, shares and other securities
In 1995, when the new accounting regulations applicable to insurers were applied for the first time, other-than temporary impairment of assets at the beginning of the reporting period were recognised in equity at 1 January 1995 and no impact was recorded in profit.
The recoverable amount of a property is the higher of its value in use and its enterprise value, as determined by annual independent valuations of the Group’s entire property portfolio. The recoverable amount is prorated between the land and shell components based on the building’s carrying amount.
Within the context of the ongoing financial crisis, on 15 December 2008, the Conseil national de la comptabilité (French national accounting board – CNC) and the French insurance supervisor, Autorité de Contrôle des Assurances et des Mutuelles (ACAM), issued a recommendation concerning the financial statements for the year ended 31 December 2008.
For the financial statements for the year ended 31 December 2008, the CNC and the ACAM considered that the high degree of volatility on the markets warranted raising the threshold for the presumption of other-than-temporary impairment to 30% of unrealised losses on French equities and – unless there are exceptional circumstances – on European equities as well. Where other securities are concerned, it recommends adapting the aforementioned criterion to the investments in question. Neither body has issued any new opinion regarding the financial statements for the year ended 31 December 2009.
of unrealised losses and applied a capitalisation rate corresponding to the TME rate + 400 bps.
However, if the Company has the positive intention and ability to hold onto the investments, by pointing to the stability of its commitments and its asset rotation policy, the recoverable amount will take account of the intended holding period.
■ The recoverable amount is then calculated based on the fair value as measured using a multi-criteria approach - capitalised at the risk-free rate plus a conservatively estimated risk premium - over the probable holding period for the corresponding assets.
■ The recoverable amount of shares in non-consolidated companies is calculated based on value in use and a multi-criteria approach that factors in, whenever possible, coherent assumptions used in forecast data taken from business plans.
3.3.4 General provision for impairment of property, shares and other securities
In the accounts for the year ended 31 December 2008, the Company opted to defer the liquidity risk reserve as authorised under Article R.331-5-4 of the code, provided all of the necessary conditions have been met (solvency capital, maturities of liabilities).
Article R.331-26 of the code stipulates that the following assumptions should be used to measure liability maturities: year-by-year projections of benefit payments (total and partial surrenders and endowment) over a 50-year period. Benefit maturities may vary for a number of different reasons, notably due to surrender options held by policyholders. Moreover, the effect of discounting has not been taken into account and the calculation period has been limited to eight years in order to obtain a whole number.
Based on the foregoing, the liquidity risk reserve is deferred over an eight-year period. The deferred expense is credited to non-technical income in account “753 – deferred increase
In accordance with Article R.322-6 of the French Insurance Code, the expense deferred pursuant to Article R.331-5-4 is deducted from distributable profit as defined in Article L.23211 and in Article L.232-12, paragraph 2, of the French Commercial Code.
The recoverable amount of a property is the higher of its value in use and its net market price, as determined by annual independent valuations of the Group’s entire property portfolio.
■ The realisable value of unlisted securities is determined as the fair value corresponding to the price that would be obtained in an arm’s length transaction and based on their value in use for the Company.
Unsecured forward financial instruments are excluded from the calculation of unrealised gains and losses not covered by existing provisions.
3.3.6 disposals and exchanges Gains and losses on disposals of investments are calculated using the FIFO method and based on a single regulationcompliant portfolio.
They are recognised in profit or loss on the actual date of sale.
Gains or losses recognised within the scope of a public exchange offer are calculated based on the best estimate of the share price which may correspond to: ■ the offerer’s average share price over the period between the date on which the offer was made and the date on which it expires; or
3.3.7 Allocation of financial income Net investment management income (excluding adjustments to assets held in unit-linked contracts) is split between: income generated by the investment of the funds corresponding to the contract’s technical reserves (including the capitalisation reserve) which are recorded as “technical business”, and those generated out of equity (excluding the capitalisation reserve), classified in “non-technical business”.
Separate accounts are also used to record both structural and operational exchange rate positions for each currency both on- and off-balance sheet.
In the Company balance sheet, accounts denominated in foreign currency are translated into euros at the spot rate on the reporting date or the most recent available spot rate.
3.3.9 Forward financial instruments CNP Assurances uses financial instruments traded over the counter or on organised markets to hedge its financial risk exposure.
Since 1 January 2003, the Company has applied CRC Regulation No. 2002-09 relating to forward financial instruments.
Hedges have been set up to manage exposure to: ■ interest rate risk on the bond portfolio and on insurance policies with guaranteed minimum yields; ■ equity risk; ■ foreign currency risk.
CNP Assurances set up hedges to protect against the risk of fluctuations in the Brazilian real exchange rate when it acquired Caixa Seguros.
■ The portion of the premium corresponding to intrinsic value is carried in an adjustment account until the hedge is unwound. By way of an exception, the premium for caps or floors is deferred over the life of the hedge.
■ The portion of the premium corresponding to the time value of money is deferred over the life of the hedge.
■ When the hedge is unwound, the balance on the adjustment account, or the gain or loss on the forward financial instrument are included in the purchase price of the investment or the proceeds on disposal.
3.4.1 Premiums Premiums on contracts in force during the period are recognised in revenue after an adjustment for the estimated earned portion of premiums not yet written.
finanCial statements4 notes to the company financial statements 3.4.2 Technical and mathematical reserves Reserves for contracts including whole life cover include the portion of premiums written but not earned during the reporting period.
Acquisition costs incurred when a contract is written are recognised as an asset for the amount of the zillmerisation variance (the difference between the mathematical reserves carried in the balance sheet in accordance with Article L.331-1 of the French Insurance Code and the amount of the same reserves if these acquisition costs had not been included in the insurer’s obligations).
A matching provision for deferred acquisition costs has been recognised in liabilities in accordance with Article R.331-3-7 of the code.
If the actual return on plan assets at the reporting date, reduced by one-fifth, is less than the quotient of the total amount of guaranteed interest by the average amount of the mathematical reserves set aside, an amount must be recognised in the financial contingency reserve in accordance with Article A. 331-2 of the French Insurance Code.
A claims equalisation reserve is set up to cover fluctuations in loss ratios on Group policies that provide whole life cover.
A claims equalisation reserve is set up to cover fluctuations in loss ratios on Group policies that provide bodily injury cover.
A reserve is recorded for claims handling expenses based on a calculated percentage of actual expenses.
3.6.2 inward reinsurance Inward reinsurance is recognised based on information received from reinsurers or else an estimate of unbilled accounts.
finanCial statements 4 notes to the company financial statements 3.7 ACqUISItIoN CoStS ANd AdmINIStRAtIoN ExPENSES
Underwriting expenses are presented by function: ■ claim and benefit handling expenses include the costs of the departments responsible for paying claims, endowments and periodic benefits and processing surrenders; ■ acquisition costs include all selling, distribution and administrative costs incurred for the acquisition of new contracts; ■ contract administration expenses include all the costs of managing in-force business.
■ investment management costs include all internal and external costs of managing asset portfolios and financial expenses.
■ other underwriting costs correspond to overhead expenses that cannot be allocated rationally to the other functions.
Non-underwriting costs correspond to costs related to businesses that have no technical link to the insurance business and they are allocated as follows: ■ operating expenses are initially recognised by nature and are then reallocated by function; ■ costs recognised by nature that relate to a single function are posted to the function concerned without applying any allocation key.
■ operating costs, as adjusted to include corporate costs, which are allocated to the functions using a specific allocation key for each business.
3.8 PlAN d’éPARgNE-REtRAItE PoPUlAIRE (PERP) ANd PlAN d’éPARgNE REtRAItE ENtREPRISE (PERE)
The PERP and PERE pension plans sold by CNP Assurances are accounted for in accordance with CNC opinion No. 200416 of 27 October 2004. A special segregated portfolio has been set up for these operations to safeguard policyholder’s special entitlement to use plan assets to settle claims. A subsidiary set of accounts is kept for each PERP and PERE plan.
The separate PERP and PERE plan accounts are presented to the Supervisory Board.
Transactions between the plan portfolios and the Company’s asset portfolio are recognised as a purchase/sale in each portfolio and the gain or loss on disposal is recognised using the FIFO method.
Other assets and liabilities are measured using the accounting principles applied by the Company and described earlier.
When a provision is set aside in the liquidity risk reserve in the subsidiary accounts of a PERP or a PERE plan, the expense deferred pursuant to Article R.331-5-4 of the French Insurance Code is recognised in the Company accounts and has no impact on the subsidiary plan accounts.
3.9.1 Tax treatment CNP Assurances has elected to file a consolidated tax return under French group relief rules. The companies in the tax Group are CNP Assurances, CNP IAM, Préviposte, Investissement Trésor Vie (ITV), CNP International, CNP Caution, Sogestop G, Sogestop J, Carrés bleus SA (formerly Sogestop C), Prévimut, CICOGE SA (a property investment company), Filassistance Services, Fillasistance International, Âge d’Or Expansion, AEP 3, AEP 4, Assurimmeuble, Boetimmo, Etages Franklin, Etendard, Kupka, Pyramides 2, Arrabida Gaia, Assurhélene, Foncière Investissement, SaintDenis Talange, Center Villepinte, Ecureuil Vie Crédit and Ecureuil Vie Investment.
In € thousands gross gross at 1 January 2009 Acquisitions disposals transfers gross at 31 december
Shares in unlisted property companies 3,317,711 1,053,081 290,035 32,023 4,112,780 investments in subsidiaries and affiliates 3,048,849 431,603 450,896 402 3,029,958
In € thousands depreciation, amortisation and impairment provisions gross at 1 January 2009 Increases decreases transfers gross at 31 december
Provisions for impairment of investments in subsidiaries 87,897 181,205 6,146 (32,463) 230,493
In € thousands gross amount Carrying amount Realisable value i – investments (detail of captions 3 & 4 in the balance sheet)
Forward financial instruments: yield strategy 0 0 0 2) equities and other variable income securities, other than mutual fund units 20,610,707 19,024,889 21,415,500
Forward financial instruments: yield strategy 0 0 0 4) units of mutual funds invested exclusively in fixed-income securities 10,559,299 10,542,336 10,488,603
In € thousands gross amount Carrying amount Realisable value 8) deposits with ceding insurers 0 0 0 9) Cash deposits (other than those in 8) and guarantees and other investments 1,534,726 1,534,726 1,534,726 10) Assets representing a unit-linked contract 20,764,218 20,764,218 20,764,218
Forward financial instruments: yield strategy 0 0 0 11) other forward financial instruments 0 0 0
■■ investments measured in accordance with Article R.332-19 158,757,764 159,513,256 165,061,178
■■ investments measured in accordance with Article R.332-20 58,628,764 55,883,620 58,927,203
■■ investments measured in accordance with Article R.332-5 20,764,218 20,764,218 20,764,218 b) of which: ■■ securities representing technical provisions other than those listed below 226,703,663 224,908,892 232,430,773
■■ other allocations or unallocated 5,893,300 5,634,951 6,535,826 c) of which: ■■ investments and forward financial instruments within the OECD 236,547,221 234,589,584 242,778,749
■■ investments and forward financial instruments outside the OECD 1,603,526 1,571,510 1,973,850 ii – Assets representing technical provisions (other than investments and reinsurers’ share of technical reserves)
finanCial statements 4 notes to the company financial statements 4.3 RECEIvAblES ANd PAyAblES by mAtURIty
Other insurance receivables 300,187 273,222 26,965 reinsurance receivables 32,050 32,050 other receivables 2,072,156 2,072,156
finanCial statements4 notes to the company financial statements 4.4 SUbSIdIARIES ANd AffIlIAtES
finanCial statements 4 notes to the company financial statements 4.4.4 subsidiaries and affiliates (Articles l. 233-1 and l. 233.2 of the French Commercial Code)
4, Place RaoulDautry – 75015 Paris – France EUR 30,490 12 89,084 30,488 30,488 99.99% 51,591 6,643 895 1,904 Property
W1B 5AL, United Kingdom EUR NA NA NA 16,500 1,380 66.00% 0 NA NA 0
4, Place RaoulDautry – 75015 Paris – France EUR 90,037 (78,703) 9,242 33,073 9,224 100.00% 0 0 (2,104) 0 Services
Piazza Durante 11 – 20131 Milan – Italy EUR 226,699 108,465 13,788,408 652,050 469,200 57.70% 0 3,567,427 2,319 0 Insurance
4, Place RaoulDautry – 75015 Paris – France EUR 22,418 24,263 627,692 22,410 22,410 100.00% 0 16,874 2,330 11,260 Insurance
– 75008 Paris – France EUR NA NA NA 328,900 328,900 100.00% 1,500 NA NA 0 Property
4, Place RaoulDautry – 75015 Paris – France EUR 9 534 42,428 16,420 16,420 99.80% 34,431 6,248 3,779 2,142 Property
4, Place RaoulDautry – 75015 Paris – France EUR 59,711 35,733 98,237 134,082 134,082 100.00% 0 3,570 1,541 2,450 Property
8, Avenue Hoche – 75008 Paris – France EUR 14,134 15,325 28,052 46,767 31,032 100.00% 0 0 (3,858) 0
Paris Cedex 15 – France EUR NA NA NA 23,117 16,409 26.59% 0 NA NA 0
TX Private Equity – 9, avenue de l’Opéra – 75001 Paris – France EUR NA NA NA 6,150 0 17.77% 0 NA NA 0
France EUR NA NA NA 7,999 1,776 20.00% 0 NA NA 0
4, Place RaoulDautry – 75015 Paris – France EUR 18 272 68,106 8,720 8,720 47.90% 17,469 9,219 19,488 2,552 Property
Macquarie European Infrastruct (5) USA EUR 0 0 84,581 88,652 38,728 50.00% 0 0 0 40
France EUR NA NA NA 9,717 4,617 10.37% 0 NA NA 0
France EUR NA NA NA 13,637 5,111 25.01% 0 NA NA 0
Box 8808 Pfaeffikon – Switzerland EUR NA NA NA 25,300 7,590 21.61% 0 NA NA 0
– 75008 Paris – France EUR NA NA NA 24,518 24,518 41.48% 0 NA NA 0 Property
Carrying amount of investment (o/w kNl) Interest loans and receivables Revenue
– 75008 Paris – France EUR NA NA NA 20,000 20,000 17.69% 0 NA NA 0 Property
(1) Provisional data for the columns: Share capital, Reserves and retained earnings, Total assets, Revenue and Profit or loss. Validation by the auditors in progress.
finanCial statements4 notes to the company financial statements 4.4.5 entities for which CNP Assurances has joint and several unlimited liability
ASSURÉCUREUIL PIERRE Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURÉCUREUIL PIERRE 2 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURÉCUREUIL PIERRE 3 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURÉCUREUIL PIERRE 7 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
CANTIS Intercompany partnership 16-18 place du Général-Catroux – 75017 Paris -France
CAPTIVA CAPITAL PARTNERS II Partnership limited by shares 41 avenue de la Liberté – L-1931 Luxembourg
CIMO Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
CNP IMMOBILIER Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
FONCIÈRE ADYTON 1 Non-trading property company 24 rue Jacques-Ibert – 92533 Levallois-Perret – France
GROUPEMENT PROPRIÉTÉS CDC CNP Co-operative 45 avenue Victor-Hugo – 93530 Aubervilliers – France
I-CDC Intercompany partnership 56, rue de Lille – 75007 Paris – France
L’AMIRAL Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
PARVIS BELVÉDÈRE Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
PÉGASE Non-trading property company 5 boulevard Malesherbes – 75008 Paris - France
PIAL 23 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
QUAI DE SEINE Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
RUE DE RENNES (136) Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
SCI DE LA CNP Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
Cœur Défense Tour B – La Défense 4 – 100 esplanade du Général-de-Gaulle – 92932 Paris-La Défense Cedex - France
WEINBERG REAL ESTATE PARTNERS Partnership limited by shares 46A avenue J.F. Kennedy – L-1855 Luxembourg
Number of ordinary shares giving entitlement to a dividend 148,033,560 147,830,142 4.5.2 Treasury shares Movements over the reporting period: movements Number of shares
Number of shares and value at closing: Number of shares 504,263 707,681
finanCial statements4 notes to the company financial statements 4.6 RESERvES, EqUIty, REvAlUAtIoN RESERvE
Name Nature of reserve 31.12.2008 Appropriation of 2008 profit 2009 profit
Other accrued income and prepaid expenses 48,662 50,659 other payables: 1,511,912 1,048,521
finanCial statements4 notes to the company financial statements 4.7.4 Assets denominated in foreign currency balance sheet Currency
Pound sterling 149,169 167,964 breAkdowN oF The “ForeiGN CurreNCy CoNversioN losses” CAPTioN by CurreNCy
Argentine peso 12 19 4.8 bREAkdowN of thE ChANgE IN lIfE PREmIUm RESERvES bEfoRE REINSURANCE
Change in mathematical reserves 1. Unearned premium reserves – end of period 201,930,262 185,928,509 2. Unearned premium reserves – start of period (185,928,509) (172,062,313)
finanCial statements 4 notes to the company financial statements 4.9 bREAkdowN of mAthEmAtICAl RESERvES foR PERP PlANS
Special mathematical reserves for annuity-linked commitments 109,662 83,661 4.10 lIqUIdIty RISk RESERvE
Total unrealised losses - Article R.331-5-1 of the French Insurance Code (3,061,485) 1,852,007
Actual net profit, excluding impact of PRE-related expense transfers 1,182,412 714,570 ll NoTe 5 income statement 5.1 bREAkdowN of INvEStmENt INComE ANd ExPENSES
Income from investments in subsidiaries and affiliates 178,994 38,781 217,775 135,666
Other financial income (commissions, fees) 523,752 523,752 643,326 income from financial investments 179,020 8,618,960 8,797,980 8,703,068
Technical reserves – end of period 588,427 62,509 187,896,090 1,598,966 1,361,665 4,153,022 19,597,189 850,135 10,880,986 654,376 338,541 227,981,906
finanCial statements 4 notes to the company financial statements 5.2 bREAkdowN of INComE ANd ExPENSES fRom tEChNICAl oPERAtIoNS
Change in life premium reserves and other technical reserves (12,163) 582 6,397,089 (52,838) 14,045 424,084 1,872,362 (123,234) 223,655 109,780 43,563 8,896,925
Other contract administration costs, net 1,464 3,709 862,105 3,743 221,777 5,417 110,163 1,407 165 8,665 5,191 1,223,806
Profit sharing and participation in underwriting surplus 11,165 1,920 7,087,411 66,448 158,899 128,967 201,579 16,396 477,278 20,612 28,702 8,199,377
Provisions for unearned premiums and unsettled claims (closing balance) 15 15
Expense deferred pursuant to Article R.331-5-4 of the French Insurance Code (378,461) 390,289 breakdown of other (non-technical) income 1,691 2,118
Reversal of provisions 5,221 148 breakdown of exceptional expenses 19,286 71,359
finanCial statements4 notes to the company financial statements 5.6 INComE tAx ExPENSE
Income tax expense for the period includes a payment of €32,371k relating to a tax reassessment for 2006-2007.
B2. Minimum dividends payable to policyholders (3) 5,582,383 4,295,598 5,264,174 3,732,252 3,250,916
B3a. Policy-based participation (including underwriting surplus) 6,573,179 5,936,413 6,240,936 3,639,312 3,208,128
B3b. Change in the policy-holder surplus reserve (58,204) (426,682) 170,032 401,830 549,950 (1) Half of the sum of the opening and closing mathematical reserve balances, corresponding to categories covered by Article A. 132.2. (2) Actual participation (expense for the period, including underwriting surplus), corresponding to categories covered by Article A. 132.2. (3) Participation net of deductions from plan assets from 2007 on (gross participation for previous periods).
The workforce can be broken down by category at 31 December 2009 as follows: Headcount
finanCial statements 4 notes to the company financial statements 5.9 mANAgEmENt REmUNERAtIoN
■ Termination benefits: the only termination benefits payable to the members of senior management are those provided for in their employment contracts or in the collective bargaining agreement.
2008: ■ Short-term benefits: the short-term benefits (salaries, bonuses, directors’ fees and benefits in kind) paid to the members of the Board of Directors of CNP Assurances, including the Chairman of the Board of Directors and the Chief Executive Officer in 2008, amounted to €1,973,393.
finanCial statements4 notes to the company financial statements 5.10 fIvE-yEAR fINANCIAl SUmmARy
PERP CNP Assurances 17 7 other audit and special engagements* 84 9% 795 48%
ll NoTe 6 off balance sheet commitments In € thousands Amount at 31 december 2009 Residual term forward financial instrument strategy Commitments received Commitments given 1 year or less 1 to 5 years over 5 years return strategy
Forward financial instrument adjustment accounts (unamortised premiums) mainly correspond to yield strategies on purchases of caps.
finanCial statements4 notes to the company financial statements ll NoTe 7 Disclosures related to subordinated debt ■ redeemAble subordiNATed debT
Issuance date legal form ISIN code Currency total issue Interest rate maturity
Fixed/variable rate redeemable subordinated debt FR0000485294 EUR 50 5.75% until 2011, then 3-month Euribor +157 bps
Fixed/variable rate redeemable subordinated debt FR0000485294 EUR 150 5.75% until 2011, then 3-month Euribor +157 bps
Fixed/variable rate redeemable subordinated debt FR0000485294 EUR 100 5.75% until 2011, then 3-month Euribor +157 bps
Fixed/variable rate redeemable subordinated debt FR0000485294 EUR 250 5.75% until 2011, then 3-month Euribor +157 bps
Variable rate HSBC EUR 250 Tec 10+10 bps, capped at 9% Perpetual
Variable rate DEUTSCHE BANK EUR 75 year EUR CMS +30 bps capped at 10 times (10year EUR CMS – 2-year EUR CMS) and 2% floor Perpetual
Variable rate IXIS CIB EUR 160 5.25% until 16 May 2036, then 3-month
Euribor+185 bps (including 100 bps step up at the call date) Perpetual
Caisse Nationale des Caisses d’Epargne et de Prévoyance EUR 108 3-month Euribor +95 bps until 20.12.26, then 3-month Euribor +195 bps Undated totAl SUboRdINAtEd dEbt 2,143 totAl SUboRdINAtEd lIAbIlItIES 3,576
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements.
In compliance with the assignment entrusted to us by your Shareholders’ Meeting, we hereby report to you, for the year ended 31 December 2009, on: ■ the audit of the accompanying financial statements of CNP Assurances; ■ the justification of our assessments; ■ the specific verifications and information required by law.
We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
■ The provisions for impairment of the securities portfolio are measured in accordance with the methods set forth in Note 3.3 to the financial statements. We verified that the measurement of these provisions was consistent with the Company’s intention
finanCial statements 4 statutory auditors’ report on the financial statements to hold these securities and examined, as necessary, the data, assumptions applied and documentation prepared by CNP Assurances within this framework. On these bases, we assessed the reasonableness of these estimates.
■ In the context of the financial crisis, we verified the methods used to identify the Company’s exposure and to measure and determine impairment of financial instruments. We obtained assurance that the information relating to financial instruments provided in the Notes to the financial statements was appropriate.
These assessments were made in the context of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
Concerning the information given in accordance with the requirements of Article L.225-102-1 of the French Commercial Code relating to remuneration and benefits received by corporate officers and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlling it or controlled by it. Based on this work, we attest to the accuracy and fair presentation of this information.
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of shareholders has been properly disclosed in the management report.
5.1. annual general meeting of 25 may 2010 262 5.2. general information comPany information 269 5.3. general information information about the comPany’s caPital 272 5.4. annual information document 288 5.5. board of directors’ rePort to the 2010 annual general meeting on cnP assurances share grant Plans Pursuant to articles l. 225-197-1 to l. 225-197-3 of the french commercial code 290 5.6. summary table of the authorisations granted by the annual general meeting to the board of directors of cnP assurances 292 5.7. transactions carried out in 2009 under the share buyback Programme authorised by the annual general meeting of 21 aPril 2009 293 5.8. Persons resPonsible for the information and the audit of the accounts 295 5.9. fees Paid to the statutory auditors 296 aDDitional infoRmation about the comPany anD its caPital5
Consolidated profit attributable to owners of the parent amounted to €1,004,135,000.
APPRoPRIAtIoN of PRofIt ANd APPRovAl of thE RECommENdEd dIvIdENd of €3.00 PER ShARE (thIRd RESolUtIoN)
The Company’s financial statements show net profit of €934,267,620.14 for 2009, versus €970,902,771.01 in 2008. Including unappropriated earnings brought forward from the previous year (€392,500,540.49), total profit to be appropriated for 2009 amounts to €1,326,768,160.63, from which €12,489,703.25 will be deducted in accordance with Article R.331-5-4 of the French Insurance Code (Code des assurances) and allocated to retained earnings.
We recommend that shareholders appropriate the profit for 2009, approve the amount of the dividend and set the dividend payment date as proposed under the third resolution.
The dividend payment date would be 1 June 2010 and the ex-dividend date, 27 May 2010. This means that as from 27 May 2010 all trades with regard to CNP Assurances shares will be carried out ex-dividend, i.e., without any right to receive a dividend.
The amount of the proposed dividend is €3.00 per share. This dividend corresponds to a dividend payout rate of 43% of consolidated net profit, versus a rate of 37% in 2008 which corresponds to a dividend of €2.85 per share.
APPRovAl of thE StAtUtoRy AUdItoRS’ SPECIAl REPoRt oN RElAtEd-PARty AgREEmENtS ANd CommItmENtS govERNEd by ARtIClE l.225-38 of thE CommERCIAl CodE (foURth RESolUtIoN) ANd RAtIfICAtIoN of thE RElAtEd-PARty AgREEmENt bEtwEEN thE ComPANy ANd gIllES bENoISt, ChIEf ExECUtIvE offICER (fIfth RESolUtIoN)
The programme proposed under this resolution is very similar to the programmes tabled at previous Annual General Meetings, including the maximum purchase price which is unchanged at €140 per share.
In accordance with legal provisions, the Board of Directors requires the shareholders’ authorisation to implement the share buyback programme. The proposed resolution also provides that the Board of Directors may delegate its powers to implement the programme.
The terms of office of the Company’s two Statutory Auditors and their deputies expire at the close of this Annual General Meeting, called to approve the financial statements for the financial year ended 31 December 2009.
After consulting the Audit Committee, the Board of Directors proposes the following with regard to appointment of the new Statutory Auditors: ■ the appointment of Mazars, represented by Jean-Claude Pauly, as principal Statutory Auditor, with Michel Barbet- Massin as deputy Statutory Auditor; ■ the appointment of PricewaterhouseCoopers Audit, represented by Eric Dupont, as principal Statutory Auditor, with Yves Nicolas as deputy Statutory Auditor.
foUR-foR-oNE ShARE SPlIt lEAdINg to A dECREASE IN thE ShARE vAlUE fRom €4 to €1 (tENth RESolUtIoN)
The Board of Directors is therefore proposing to the shareholders a four-for-one split in respect of the share with a current par value of €4, in order to reduce the share value to a level that is more consistent with the share prices of the companies making up the CAC 40.
CoRRESPoNdINg AmENdmENtS to ARtIClE 7 of thE ARtIClES of ASSoCIAtIoN, RElAtINg to thE ShARE CAPItAl (ElEvENth RESolUtIoN)
This resolution is tabled at each Annual General Meeting and is required to complete legal and administrative formalities.
5.1.2. IlProposed agenda and resolutions Annual General meeting of 25 may 2010
AgENdA of thE ANNUAl gENERAl mEEtINg of 25 mAy 2010 ordinary resolutions Board of Directors’ report, report of the Chairman of the Board of Directors and Statutory Auditors’ reports,
I – Approval of the financial statements of the Company for the year ended 31 December 2009; II – Approval of the consolidated financial statements for the year ended 31 December 2009; III – Appropriation of profit for 2009 and approval of the dividend; Iv – Approval of the Statutory Auditors’ special report on agreements governed by Article L.225-38 of the French Commercial Code; v – Ratification of the related-party agreement between the Company and its Chief Executive relating to the amendment to Gilles Benoist’s employment contract; vI – Ratification of the appointment to the Board of Tommaso Padoa-Schioppa; vII – Authorisation for the Board of Directors to implement a share buyback programme; vIII – Terms of office of the Statutory Auditor, KPMG SA, and its deputy; Ix – Terms of office of the Statutory Auditor, Mazars, and its deputy.
The General Meeting also agrees that €753,824 be deducted from the Company’s optional reserves and that the full amount be appropriated to the guarantee fund reserve set up in accordance with the French Act of 25 June 1999.
second resolution (Approval of the consolidated financial statements for the year ended 31 December 2009)
As a result, a dividend of €3 will be allocated to each of the 148,537,823 shares that make up the Company’s capital at the date of this Meeting.
Dividends will be distributed on 1 June 2010 (the ex-dividend date on NYSE Euronext Paris is 27 May 2010).
Private shareholders resident in France for tax purposes will be entitled to 40% tax relief on their dividends pursuant to Article 158-3-2 of the French Tax Code.
The amount corresponding to treasury shares will be deducted from the total payout and appropriated to retained earnings, in accordance with Article L.225-210 of the French Commercial Code.
In accordance with Article 243 bis of the French Tax Code, the General Meeting recalls the amount of dividends distributed in respect of the previous three financial years.
Fourth resolution (Approval of the Statutory Auditors’ special report on related-party agreements and commitments)
Having considered the Board of Directors’ report and details of the programme filed with the AMF (French securities regulator), the General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, decides to: ■ cancel, with immediate effect, the unused portion of the authorisation given by the Ordinary General Meeting of 21 April 2009 pursuant to its tenth resolution; ■ adopt the programme referred to below and, for this purpose: ■ authorises the Board of Directors (which may subdelegate this authorisation in accordance with Article L.225-209 et seq. of the French Commercial Code), to purchase shares of the Company, capped at the statutory limit of 10% of the Company’s share capital at the date of this General Meeting, it being specified that the maximum percentage of shares that may be bought back by the Company for the purpose of being held and subsequently delivered as payment or exchange in connection with a merger, de-merger or contribution, is limited to 5%; ■ decides that the shares bought back may be used for the following purposes: ■ to maintain a liquid market in the Company’s shares, under a liquidity contract entered into with an independent investment services firm that complies with the code of ethics of AMAFI (French financial markets association) recognised by the AMF,
■ to be held for subsequent delivery as payment or exchange in connection with future business acquisitions initiated by the Company,
■ to deliver shares on exercise of rights attached to securities that are convertible, redeemable, exchangeable or otherwise exercisable for shares of the Company, pursuant to applicable securities regulations,
additional information about the ComPany and its CaPital annual general meeting of 25 may 2010
■ adjust the purchase price of the shares in order to take into account the impact of the above-mentioned transactions on the value of the share,
■ prepare all documents and make all disclosures and filings with the AMF and any other organisation,
■ decides that this authorisation is given for a term that will expire at the close of the Annual General Meeting called to approve the financial statements for the year ending 31 December 2010, without exceeding 18 months as from the date of this General Meeting.
In accordance with Article L.225-209 of the French Commercial Code, the Board of Directors will inform the Annual General Meeting of operations carried out within the scope of this resolution.
eighth resolution (Terms of office of the principal Statutory Auditor, KPMG SA, and its deputy)
Jean-Claude André, expire at the close of this General Meeting and decides to appoint the following auditors for a term of six financial years (as provided for by law), to expire at the close of the Annual General Meeting called in 2016 to approve the financial statements for the year ending 31 December 2015: ■ PricewaterhouseCoopers Audit, represented by Éric Dupont, as principal Statutory Auditor; ■ Yves Nicolas, as deputy Statutory Auditor.
Ninth resolution (Terms of office of the principal Statutory Auditor, Mazars, and its deputy)
Having considered the Board of Directors’ report, the General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings decides to divide by four the par value of the Company’s shares, effective 5 July 2010, as a result of which the total number of shares in circulation will be multiplied by four.
The General Meeting gives full powers to the bearer of a copy of or an extract from the minutes of these decisions in order to carry out all the formalities required by applicable law and regulations.
Shareholders may nevertheless sell all or some of their shares. However, if a shareholder sells his shares before 00:00 (Paris time) three working days before the General Meeting, the Company will cancel the postal vote, proxy form, admission card or share ownership certificate (as the case may be) or amend the relevant document accordingly. For this purpose, the financial intermediary will notify the Company or its representative of the sale and forward all of the necessary information. Notwithstanding any agreement to the contrary, no sale or other operation carried out by whatever means after 00:00 (Paris time) three working days before the General Meeting will be notified by the financial intermediary or taken into account by the Company.
Paris Trade and Companies Registry number 341 737 062 – APE business identifier code: 6511 Z
The General Meeting of 10 July 2007 approved a change in CNP Assurances’ governance structure, replacing the twotier structure with a Supervisory Board and Executive Board by a new governance structure with a Board of Directors only.
5.2.3. IlDate of incorporation and term of the company The origins of the Company date back to 1850 when the National Insurance Funds (Caisses nationales d’assurance) were founded. CNP Assurances was created in 1959 and was given the status of a public industrial and commercial establishment (Établissement public à caractère industriel et commercial - EPIC) by French Decree no. 87-833 of 12 October 1987. Its current status, that of a société anonyme d’assurance, results from Act no. 92-665 of 16 July 1992 (Official Journal of 17 July 1992). CNP Assurances is a public sector company.
The Company was incorporated for a term of 99 years, until 15 July 2086.
additional information about the ComPany and its CaPital5 general information 5.2.4. Ilcorporate purpose (article 2 of the articles of association)
The Company’s purpose is to: ■ write life and endowment insurance; ■ write bodily injury insurance covering accident and health risks; ■ hold majority interests in insurance companies.
The General Meeting may decide to grant each shareholder an option of either payment in cash or in shares, for all or part of the dividend distributed or the interim dividends.
additional information about the ComPany and its CaPital general information 5.2.8. Ilexistence of disclosure thresholds (article 11.3 of the articles of association)
dISCloSURE thRESholdS wIth REgARd to thE holdINg of thE ShARE CAPItAl oR votINg RIghtS PRovIdEd foR IN thE ARtIClES of ASSoCIAtIoN
In connection with the application of this provision of the Articles of Association, CNP Assurances has been notified of the fact that, at 15 October 2009, Predica held a 1.07% interest in the capital of CNP Assurances after having purchased shares in the Company (as a result, Crédit Agricole SA held a 1.09% indirect interest in the capital at the same date). In addition, BNP Paribas AM held a 0.45% interest in the Company’s capital at 30 September 2009, after having sold some of its shares.
■ send a signed proxy form to the Company without naming a person to represent them, under the conditions provided for by law and the regulations.
Under the conditions provided for by law and the regulations, shareholders may vote by correspondence or send in their proxy form with regard to any General Meeting, either in paper format, or on the decision of the Board of Directors set out in the published notice of meeting and the notice of meeting sent to shareholders, by remote transmission, including by any electronic means of telecommunication.
Holders of bearer shares who have already voted online, sent in a postal vote or a form or proxy or requested an admission card or a share ownership certificate may nevertheless decide on the date of the meeting to participate by another method if the technical means make it possible for the Company, together with the custodian account keeper, to immediately “cancel” the vote already cast at the place of the General Meeting.”
additional information about the ComPany and its CaPital5 general information 5.3. general information information about the Company’s capital 5.3.1. Ilshare capital, par value of the shares Amount of fully subscribed and paid-up share capital at 31 December 2009: €594,151,292, divided into 148,537,823 shares with a par value of €4.
The tenth resolution is set out below: After reviewing the Board of Directors’ report and the Statutory Auditors’ special report, the Extraordinary General Meeting (of 22 April 2008), in accordance with the legal provisions, and in particular Articles L.225-129 to L.225-129-6 and L.225-138-1 of the French Commercial Code and Articles L.443-1 et seq. of the French Labour Code (Code du travail): ■ delegates to the Board of Directors, with the possibility for it to delegate to any person empowered by law, the authority to decide to increase the share capital, on one or more occasions and on its decisions alone, where applicable in separate tranches, for a maximum amount representing three per cent (3%) of share capital, by issuing shares of the Company or securities convertible, redeemable, exchangeable or otherwise exercisable for shares reserved for members of a Company and/or Group employee share ownership plan; ■ decides that this delegation shall entail elimination of the pre-emptive subscription right for existing shareholders in favour of the members of the Company and/or Group employee share ownership plan, to the shares in the capital and securities to be issued within the scope of this resolution, and also their waiver of the pre-emptive subscription right to the shares to which the securities issued on the basis of this delegation of authority may grant entitlement; ■ decides, pursuant to Article L.443-5 of the French Labour Code, to set the discount at 20% of the average of the trading prices for the Company’s share on Euronext’s Eurolist for the twenty trading days prior to the date of the decision setting the date for the opening of the subscription period. However, the General Meeting authorises the Board of Directors to replace this discount with the grant of free shares or securities convertible, redeemable, exchangeable or otherwise exercisable for shares, to reduce it or to decide not to grant a discount, within the limits provided for by the laws or regulations; ■ decides that the Board of Directors may make, within the limits set by Article L.443-5 of the French Labour Code, a matching payment in the form of shares or securities convertible, redeemable, exchangeable or otherwise exercisable for shares; ■ gives full powers to the Board of Directors, with the possibility for it to delegate, in particular in order to: ■ decide on all the terms and conditions of the transaction or transactions to be carried out and in particular: ■ decide on a scope of companies that are concerned by the offering that is narrower than the scope of companies eligible for the Company or Group employee share ownership plan,
■ set the terms and conditions of the issues of shares and securities that will be carried out pursuant to this authorisation, and in particular decide on the amounts proposed for subscription, set the issue prices, dates, timing, and terms and conditions governing the subscription, payment, remittance and enjoyment of the shares or securities convertible, redeemable, exchangeable or otherwise exercisable for shares,
5.3.2.3. dElEgAtIoN of AUthoRIty gIvEN to thE boARd of dIRECtoRS wIth A vIEw to mAkINg ShARE gRANtS
At the Extraordinary General Meeting of 22 April 2008, the shareholders authorised the following transactions (twelfth resolution): The twelfth resolution is set out below: After reviewing the Board of Directors’ report and the Statutory Auditors’ special report, the Extraordinary General Meeting: ■ authorises the Board of Directors, in accordance with and under the conditions provided for in Articles L.225-197-1 to L.225-197-5 of the French Commercial Code and Article L.443-6 of the French Labour Code, to make free grants of the Company’s existing shares, on one or more occasions, to members of the Company’s staff or certain categories of such staff, and to employees of companies that are affiliated with the Company under the conditions provided for in Article L.225-197-2 of the French Commercial Code; ■ decides that the total number of shares that may be granted may not exceed 0.5% of the share capital; this percentage takes into account the shares granted.
The General Meeting: ■ sets the minimum vesting period at the end of which the rights granted by the Board of Directors will definitively vest with their beneficiaries at a period of two years as from the date on which such rights are granted, it being specified that these rights may not be transferred until the end of this period, in accordance with the provisions of Article L.225197 -3 of the French Commercial Code. However, in the event of the beneficiary’s death, his/her heirs may request the grant of the shares within a period of six months as from his/her death. Furthermore, the shares will vest before the expiry of this period in the event of disability of the beneficiary corresponding to classification in the second or third categories provided for in Article L.341-4 of the French Social Security Code (Code de la sécurité sociale); ■ sets the minimum lock-up period for the shares by the beneficiaries at two years as from the date that they definitively vest. However, the shares will be freely transferable in the event of the beneficiary’s death, and in the event of disability of the beneficiary corresponding to classification in the second or third categories provided for in Article L.341-4 of the French Social Security Code.
The General Meeting of 22 April 2008 granted this authorisation to the Board of Directors for a period of 38 months.
The seventh resolution put to the vote of the shareholders at the General meeting of 25 may 2010 is set out below: Having considered the Board of Directors’ report, the General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, decides to adopt the programme provided for hereinafter and for such purpose: ■ authorises the Board of Directors (which may sub-delegate this authorisation in accordance with Article L.225-209 et seq. of the French Commercial Code), to purchase shares of the Company, capped at the statutory limit of 10% of the Company’s share capital at the date of this General Meeting, it being specified that the maximum percentage of shares that may be bought back by the Company for the purpose of being held and subsequently delivered as payment or exchange in connection with a merger, demerger or contribution, is limited to 5%; ■ decides that the shares bought back may be used for the following purposes: ■ to maintain a liquid market in the Company’s shares, under a liquidity contract entered into with an independent investment services firm that complies with the code of ethics of AMAFI (French financial markets association) recognised by the AMF; ■ to be held for subsequent delivery as payment or exchange in connection with future business acquisitions initiated by the Company; ■ to allot shares to eligible employees and corporate officers of the Company or Group, under a stock option plan within the scope of Article L.225-197 et seq. of the French Commercial Code, a share grant plan under the provisions of Article L.225-197-1 et seq. of the French Commercial Code or under an employee profit-sharing or employee share ownership plans; ■ to deliver shares on exercise or rights attached to securities that are convertible, redeemable, exchangeable or otherwise exercisable for shares of the Company, pursuant to applicable securities regulations; ■ to buy back shares for cancellation, particularly in order to increase return on equity and earnings per share, and/or to neutralise the dilutive impact of share issues for shareholders (subject to shareholders adopting the extraordinary resolution authorising capital reductions); ■ decides that the maximum purchase price per share may not exceed €140, excluding transaction costs; ■ decides that the Board of Directors may, however, adjust the above-mentioned purchase price in the event of a change in the par value of the shares, an increase in share capital by means of capitalisation of reserves and the allotment of bonus shares, share splits or reverse share splits, redemption or reduction of the share capital, distribution of reserves or other assets and any other equity-related transactions, in order to take into account the impact of these transactions on the value of the share;
■ place any and all buy and sell orders on or off the market,
■ enter into all agreements, in particular with a view to keeping registers of share purchases and sales,
■ decides that this authorisation is given for a term that will expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending 31 December 2010, without exceeding 18 months as from the date of this General Meeting.
Within the framework of this authorisation, the Board of Directors set the maximum nominal amount of the securities to be issued at €1.5 billion or the equivalent of such amount in foreign currency, or in any other unit of account established by reference to a set of currencies (or basket of currencies).
This authorisation shall be valid for a one-year period (i.e. until 23 February 2011).
18.09.1998 Shares issued for cash 9,803,922 FRF 245,098,050 (2) FRF 1,244,619,067 31.12.2000 Employee rights issue 443,786 FRF 11,094,650 (2) FRF 67,620,016
Capital increase paid up by capitalising reserves, carried out in connection with the conversion of the capital into euros – €25,886,223.98 (3) –
Sopassure (holding company owned jointly by La Banque Postale and BPCE) 52,705,478 35.48% 35.59%
totAl ShARES hEld by thE SIgNAtoRIES of thE ShAREholdERS’ AgREEmENt (2) 113,739,448 76.57% 76.80%
Sopassure (holding company owned jointly by La Banque Postale and the Caisse d’Epargne Group) 52,705,478 35.48% 35.65%
of which: of which: of which: of which: CNP Assurances (treasury shares) 707,681 0.48% –
Sopassure (holding company jointly owned by La Banque Postale and BPCE) 52,705,478 35.48% 35.60%
totAl ShARES hEld by thE SIgNAtoRIES of thE ShAREholdERS’ AgREEmENt (2) 113,739,448 76.57% 76.83%
■■ CDC: 40% ■■ La Poste: 20% ■■ CNCEP: 12.5% ■■ French State: 1%
Signatories and % interest main terms main clauses concerning the capital first addendum
Signed: Term: Amended to 3 years following the decision by La Poste and CNCEP to combine their interests within a joint holding company, Sopassure: 5 january 2004
■■ CDC: 37% ■■ La Poste ■■ CNCEP ■■ French State: 1%
The second addendum extended the term of the shareholders’ agreement to 31 December 2008.
The addendum includes a standstill agreement applicable to CDC, Sopassure, CNCEP and La Poste. To maintain the balance of shareholders’ interests, Caisse des Dépôts’ interest is maintained at 50,582,880 shares and that of Sopassure at 49,191,780 shares.
CNP Assurances – quoted on the Eurolist compartment A – first listed 6 october 1998 (the shareholders’ agreement and addenda described below were disclosed to and published by the french securities regulator – conseil des Marchés Financiers/autorité des Marchés Financiers)
Signatories and % interest main terms main clauses concerning the capital third addendum
The third addendum extended the term of the shareholders’ agreement to 31 December 2015. CDC, Sopassure, La Banque Postale and CNCE have given an undertaking not to sell any shares while the agreement is in force. Seats on the Supervisory Board have been reallocated as follows: 18 members in total including: one representing the French State, six representing CDC, five representing Sopassure, one representing investors who have become shareholders pursuant to industrial, business or financial cooperation agreements, one representing employee shareholders and four independent directors.
Signatories and % interest main terms main clauses concerning the capital fifth addendum
The new shares were issued at a price of FRF 153 each, including a premium of FRF 128, and are in the same class as existing shares.
On 19 December 2000, the main shareholders of CNP Assurances that signed the shareholders’ agreement in September 1998 – Caisse des Dépôts et Consignations, La Poste, Caisse d’Epargne group and the French State – decided to reorganise their majority interests in CNP Assurances. At the end of this process, which was completed on 5 January 2001, the situation of the majority shareholders of the Company was as follows: ■ the respective 18% interests of La Poste and Caisse d’Epargne Group were held by a joint holding company, Sopassure, which thus owned 36% of the capital of CNP Assurances; ■ the interest of Caisse des Dépôts stood at around 37% versus 40% prior to the reorganisation and the interest of the French State came to 1.2% versus 1.7%.
The Executive Board decided to use the authorisation given at the Annual General Meeting of 6 June 2000 to convert the share capital into euros effective as of 1 January 2001, by converting the par value of the shares and rounding up the converted amount to the nearest whole number of euros. The resulting capital increase – from FRF 3,428,192,700 to €548,510,832, divided into 137,127,708 fully paid up ordinary shares with a par value of €4 – was paid up by capitalising reserves.
On 17 April 2002, the Executive Board decided to use the authorisation given at the Annual General Meeting of 6 June 2000 to carry out a second employee rights issue. A total of 726,356 new €4 par value shares reserved for employees were issued on 21 June 2002, ranking pari passu with existing shares. The issue proceeds totalled €20,011,107.80, including €2,905,424 credited to the capital account and €17,105,683.80 to the share premium account. Following this issue, the share capital amounted to €551,416,256, divided into 137,854,064 fully paid up ordinary shares with a €4 par value.
At 31 December 2002, current and former employees of the Company held a total of 1,744,969 shares, directly or indirectly through Group employee share ownership plans, representing 1.26% of the capital.
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, directly or indirectly through Group employee share ownership plans, representing approximately 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 new €4 par value shares reserved for employees were issued on 25 June 2004, ranking pari passu with existing shares.
The issue proceeds totalled €23,434,120.08, including €2,925,608 credited to the capital account and €20,508,512.08 to the share premium account. Following this issue, the share capital was raised from €551,416,256 to €554,341,864, divided into 138,585,466 fully paid up ordinary shares.
At 31 December 2006, employees and former employees held 1,458,866 shares indirectly through the corporate mutual fund “Actions”, representing approximately 1% of the capital.
At 31 December 2007, employees held 0.58% of the capital, directly and indirectly through Group employee share ownership plans.
At 31 December 2008, employees held 0.6% of the capital, directly and indirectly through Group employee share ownership plans.
BPCE acquired CNCE’s interest in Sopassure (holding company owned jointly by La Banque Postale and CNCE).
At 31 December 2009, employees held 0.37% of the capital, directly and indirectly through Group employee share ownership plans.
The shares are traded on the Eurolist compartment A, ISIN code FR 0000120222. CNP Assurances is included in the following indices: SBF 120, Euronext 100, DJ Eurostoxx Insurance, CAC Next 20 and MSCI France.
■ TrAdiNG volumes ANd PriCes over The lAsT 24 moNThs (sourCe: jCF)
additional information about the ComPany and its CaPital5 general information 5.3.8. IlDividends 5.3.9. Ilguarantees and endorsements See consolidated financial statements, Note 9.10 “Commitments given and received” (page 159).
The CNP Assurances Group statutory profit-sharing agreement was signed on 17 May 2000 and was implemented retroactively from 1 January 1999. The amount recorded in the special profit-sharing reserve is allocated among eligible employees (i.e. employees with at least three months’ service at 31 December of the reference year) based on the period worked during the reference year and their gross salaries.
The net profit-share attributable to each eligible employee is held in a blocked account managed by Fongépar for five years and bears interest at the rate of 5% per year (from 1 April of the payment year). The profit-share and related interest are exempt from tax. Funds are frozen for five years from 1 April 2004. Early withdrawals are allowed by law only in certain specific circumstances, but employees may apply at any time within the five-year lock-up period to transfer the entire amount to the Group employee share ownership plan.
Information published in the last 12 months downloadable/available from registration document – Annual/half-yearly/quarterly Financial report www.cnp-finances.fr 2008 Financial Report (6 April 2009)
Notice sent to shareholders of Annual General Meeting of 21 April 2009 (6 April 2009)
CNP Assurances’ Annual General Meeting of 21 April 2009 (21 April 2009)
2008 Business Review & Sustainable Development Report available online (15 May 2009)
additional information about the ComPany and its CaPital annual information document
documents published in the bAlo (French legal gazette) (publication date) www.journal-officiel.gouv.fr
Notice sent to shareholders of Annual General Meeting of 21 April 2009 (30 March 2009)
documents filed with the Commercial Court (clerk’s office) (filing date) www.infogreffe.fr
BALO of 30 March 2009 containing notice of the Annual General Meeting of 21 April 2009
Voting rights at 30 March 2009 (7 April 2009) Voting rights at 30 April 2009 (7 May 2009)
The Board of Directors of CNP Assurances wishes to point out that the Company strives to involve its employees in the Company’s performance and its development.
CNP Assurances’ corporate officers and senior executives are not eligible for the plans.
Pursuant to Article L.225-197-4 of the French Commercial Code, the Board of Directors of CNP Assurances reports to the Company’s shareholders – using this report – on share grant transactions that occurred over the past year and that were carried out based on the aforementioned decisions of the Executive Board.
The first and second plans were carried out under the authorisation granted by the Annual General Meeting held on 7 June 2005. This authorisation expired on 7 August 2008, and the total number of shares that could be granted could not exceed 0.4% of CNP Assurances’ share capital.
Grantees consist of all permanent employees with an employment contract governed by French law (except for corporate officers and senior executives) who were remunerated as employees by CNP Assurances when the share grant was approved and who have been employed by the Group for at least three months.
In accordance with the law and the resolution of the aforementioned Annual General Meeting, CNP Assurances shares granted to grantees are vested at the end of a twoyear vesting period as from the aforementioned grant dates (5 July 2006 and 19 June 2007).
At the end of the two-year periods, the free shares are effectively granted and registered as such in the share register held by CNP Assurances’ custodian.
There is also a two-year compulsory holding period for vested shares starting from each final vesting date.
Within the scope of the authorisation granted by the Annual General Meeting and as recommended by the Supervisory Board’s Remunerations & Nominations Committee, the 5 July 2006 Executive Board decision established the following entitlements for share grants: ■ 15 shares for each non-executive employee; ■ 30 shares for each executive employee.
Board of Directors’ report to the 2010 annual general meeting ii b) share grant plan effective from 19 june 2007
The purpose of these share grant plans is to enable each employee (other than corporate officers and senior executives) to receive a total of 45 CNP Assurances shares as a result of the implementation of these two successive plans.
additional information about the ComPany and its CaPital5 summary table of the authorisations granted by the annual general meeting 5.6. summary table of the authorisations granted by the annual general meeting to the board of direCtors of CnP assuranCes
■ Period oF vAlidiTy ANd use iN 2009 type of authorisation Purpose duration Ceiling Utilisations in 2009
As of 16 April 2009, 491,044 shares held in treasury (0.33% of share capital)
At 31 December 2009, 504,263 shares held in treasury (0.34% of share capital)
Granted at the 22 April 2008 EGM (10th resolution) Duration: 26 months Expires: 22 June 2010 3% of share capital None
Share grants Granted at the 22 April 2008 EGM (12th resolution) Duration: 38 months Expires: 22 June 2011 0.5% of share capital outstanding at the date of the EGM
Granted at the 22 April 2008 EGM (11th resolution) Duration: 38 months Expires: 22 June 2011 0.5% of share capital outstanding at the date of the EGM
additional information about the ComPany and its CaPital transactions carried out in 2009 under the share buyback programme 5.7. transaCtions Carried out in 2009 under the share buybaCk Programme authorised by the annual general meeting of 21 aPril 2009
Aggregate gross flows open positions at the date of filing of the offering circular
All treasury shares held at 31 December 2009 are allocated to maintaining a liquid market in the Company’s shares, apart from 7,351 shares purchased at a price of €86.08 each, and held in a separate account.
Persons responsible for the information and the audit of the accounts 5.8. PERSONS RESPONSIBLE FOR THE INFORMATION AND THE AUDIT OF THE ACCOUNTS
l Persons responsible for the Registration Document and the audit of the accounts
I declare that, to the best of my knowledge, the fi nancial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, fi nancial position and results of the Company and the entities included in the scope of consolidation, and that the Report of the Board of Directors, the different sections of which are listed on the contents page of the Registration Document, presents fairly the changes in business, results and fi nancial position of the Company and the entities included in the scope of consolidation, as well as a description of their principal risks and contingencies.
I obtained a statement from the Statutory Auditors at the end of their engagement affi rming that they had read the whole of the Registration Document and examined the information about the fi nancial position and the accounts contained therein, with the exception of Embedded Value information, which they checked for consistency with the conclusions set out in the report of the independent actuaries, Millman, dated 2 March 2010, but did not review.
Document. The reports incorporated by reference for 2007 and 2008 are presented on pages 229 and 230* of the 2007
The Statutory Auditors’ report on the consolidated fi nancial statements for the year ended 31 December 2009, contains an observation.”
Auditors of CNP Assurances First appointed Current term of offi ce expires
Deputy: SCP Jean-Claude André * 2004 AGM to approve the 2009 fi nancial statements
Antoine Lissowski, Finance Director 4, place Raoul-Dautry – 75716 Paris Cedex 15
4, place Raoul-Dautry – 75716 Paris Cedex 15 * Pages cited refer to French version. For the English version, please refer to pages 221 and 222 of the 2007 Registration Document and pages 197 and 198 of the 2008 Registration Document.
Report on the procedures for the preparation and organisation of the work of the Board 14 to 16
Report on the internal control procedures and risk management 16 to 26
Statutory Auditors’ report on the report of the Chairman of the Board of Directors 60 to 61 * The following information is incorporated by reference in this Registration Document, in accordance with Article 28 of European Commission Regulation 809/2004/EC
The following table presents the items from the Report of the Board of Directors of CNP Assurances to the Ordinary and Extraordinary General Meeting of May 25, 2010.
ConCordanCe tables annual finanCial rePort thematiC Cross-referenCe table The following table lists the information required by the AMF with respect to the Annual Financial Report (Articles 212-13 VI and 222-3 of the General Regulation of the AMF).
1. Company financial statements 212 to 257 2. Consolidated financial statements 102 to 209 3. Management report (see Information relating to the Report of the Board of Directors of CNP Assurances)
Statutory Auditors’ report on the report of the Chairman of the Board of Directors 60 to 61
Visit the CNP Assurances website to learn more about our businesses, read the latest news and discover our advertising campaigns.
Email queries can be sent directly to the investor relations team at actionnaires@cnp.fr for private shareholders and infofi@cnp.fr for investors.
Sustainability Report are available on request in French and in English. Other specialised publications, in French only, include the Annual General Meeting Guide, the Shareholders’
Letter (published quarterly) and Shareholders’ Guide, and the “L’assureur de toute une vie” brochure.
Shareholders can join the Shareholders’ Club (Cercle des actionnaires) at www.cnp-lecercle.fr. This site provides information on special services and Club events for members.
In France, a toll-free number provides shareholders with real-time CNP share prices, the latest benchmark index values and access to a televised news briefi ng updated every two weeks. Shareholders can also contact the shareholder relations helpdesk (Monday to Friday) for information on the Company, or to request membership of the Cercle des actionnaires, request fi nancial documentation or register a change of address.
The CNP Trésor section presents its products and services and enables you to arrange a meeting with a CNP Trésor advisor.