The primary purpose of this model is to measure the short, medium and long-term risks of loss on the bond portfolios held by Group companies. It covers all the Group’s segregated portfolios and can be used by the financial strategists to allocate risk. Simulations can be performed to examine the risk attached to each credit portfolio.
As of 31 December 2009, 90.7% of the Group’s bond portfolio was invested in bonds rated A to AAA by the leading rating agencies, including more than 37% rated AAA.
The Group performs currency stress testing for the impact of fluctuations in excess of +10% in the euro/dollar, euro/sterling and euro/Brazilian real exchange rates on profit and equity. The impact on profit and equity of fluctuations in the euro/ dollar and euro/sterling exchange rates are due to financial assets held by the Group and denominated in US dollars or sterling, however, exposure to fluctuations in the Brazilian real are due to the full consolidation of the Brazilian subsidiary, Caixa Seguros.
In € millions 10% increase in €/$ exchange rates 10% increase in €/£ exchange rates 10% increase in €/bRl exchange rates
Sensitivity analyses are performed to efficiently identify and manage earnings and equity volatility. One of the key analyses used by management concerns the sensitivity of
MCEV© is the sum of: ■ adjusted net asset value (ANAV), which corresponds to the market value of assets attributable to shareholders after deducting intangible assets, subordinated debt and other items included in In-force covered business; ■ the value of in-force business, comprising the present value of future profits (PVFP) net of taxes generated on In-force business at the measurement date. With the exception of
The results of all sensitivity analyses are net of tax and minority interests and, if applicable, net of policyholder participation.
market risk sensitivity of mCEv© to interest rate and equity volatilities at 31 december 2009
market risk sensitivity of mCEv to interest rate and equity volatilities at 31 december 2008
Impact on MCEV© -101 -54 -354 Scope: France, Italy and Brazil.
Asset/liability simulations have shown that the resistance of the insurance book to a fall in interest rates is satisfactory.
This situation is the result of the following measures, implemented in recent years: ■ revision of general policy terms to limit the duration and level of yield guarantees; ■ extension and annuitisation at 0% of single premium policies with a guaranteed rate of return; ■ conservative approach to determining technical reserves for annuity products; ■ matching of interest rate commitments with fixed-rate bonds that have an at least equivalent life.
Liabilities: ■ combined unit-linked/non-unit-linked policies include contractual clauses limiting or banning transfers between portfolios in the case of an unfavourable change in market conditions; ■ the duration and level of yield guarantees is limited through the development of products offering guaranteed yields that are adjusted at annual intervals, thereby allowing asset managers to reduce the weighting of long-dated bonds in the managed portfolios.
25.5 INSURANCE RISk 25.5.1 Contract terms and conditions 25.5.1.1 TyPes oF iNsured risk by ClAss oF busiNess ANd overview oF The busiNess liNes
Commitments associated with annuity-based pension products depend on: ■ the benefit payment period, which is not known in advance; ■ the interest rate, corresponding to the return on the capital managed by the insurer.
These contracts generally pay a minimum yield (credited interest) plus policyholder dividends.
■ immediate and deferred annuity contracts, giving rise to the payment of annuities immediately or at the end of a specified period.
Contracts to fund length-of-service awards payable to employees in France on retirement are also qualified as pension contracts. Under these contracts, the insurer’s liability for the payment of benefits is limited to the amount held in the related fund.
Personal risk contracts comprise various types of primary guarantees covering such risks as death, temporary or permanent disability, long-term care, health and unemployment. The main types of contracts are as follows: ■ term life insurance, renewable term insurance, long-term insurance and whole life insurance contracts, which pay a lump sum in the case of death or permanent disability of the insured. Most of them include an accidental death option whereby the death benefit provided for under the primary guarantee is doubled or tripled; ■ contracts paying a temporary or life annuity to dependent children or the spouse on the death of the insured; ■ death/disability contracts providing for the payment of a lump sum in the case of death of the insured or a per diem allowance for temporary disability or a lump sum or annuities for permanent disability. Temporary disability benefits are payable on a monthly basis, in some cases after a waiting period; ■ loan insurance contracts, which cover all or part of an outstanding loan in the case of death of the insured, or monthly repayments – less a specified deductible – during a period of temporary disability or until the insured is recognised as being permanently disabled, or all or part of the monthly repayments in the case of permanent disability, or all or part of the monthly repayments after a waiting period in the case of unemployment. Death cover is compulsory and the loan will not be paid out until evidence of cover is provided; ■ long-term care insurance contracts, providing for the payment of a fixed annuity covering part of the cost of long-term care. The amount of the annuity depends on the option selected by the insured; ■ supplementary health insurance contracts, which cover all or part of the healthcare costs incurred by the insured, the insured’s spouse and dependent children, that are not reimbursed by the social security authorities; In addition, the Group’s subsidiaries in Portugal (Global Nao Vida) and Brazil (Caixa Seguros) write Property & Casualty and liability insurance, including building insurance and auto insurance. The cover provided under these contracts is determined in accordance with local insurance regulations. Commitments under Property & Casualty and liability insurance are marginal in relation to those arising from the personal insurance written by the Group.
Non-unit-linked savings contracts, certain group personal risk contracts and certain pension contracts include participation clauses. Under the terms of these clauses, the parties agree to share – on the basis defined in the contract – part of the income generated by the investment of the funds corresponding to the contract’s technical reserves and, in the case of pension and personal risk contracts, part of the underwriting result.
Most contracts contain a discretionary participation feature, whereby the participation allocated to the insured is determined by the insurer as part of its marketing policy subject to compliance with the contract terms and the applicable laws. Participation is determined based on investment income for the year and the insurer has full discretion over the volume of capital gains realised during the period. The insured do not have individual rights to the participation until it is allocated to benefits or mathematical reserves. Participation that has been attributed but not yet allocated is accumulated in the policyholders’ surplus reserve.
■ policyholder surplus reserves correspond to the participation attributed to the contract beneficiaries that is not payable in bonuses in the year following the one in which the surplus was generated; ■ administrative expense reserves are intended to cover future contract administration costs that are not otherwise covered; ■ escalating risks reserves correspond to the difference between the present values of the respective commitments of the insurer and the insured under temporary and permanent disability and long-term care contracts; ■ unearned premium reserves cover the portion of written and accrued premiums for the period between the reporting date and the next premium payment date or the contract expiry date. They are recorded for all types of contracts; ■ premium deficiency reserves cover the portion of claims and benefits and the related handling costs for the period between the reporting date and the earliest possible premium adjustment date or the contract expiry date that is not covered by the unearned premium reserve; ■ outstanding claims reserves cover the estimated principal amounts and internal and external expenses payable to settle all outstanding claims, including total future annuity payments.
The approach used to ensure that technical reserves are adequate focuses on: ■ managing the risks associated with a fall in interest rates; ■ taking swift action to adjust technical reserves following a change in mortality tables; ■ using experience-based data concerning annuities in payment when observed losses appear unusually low compared with expected mortality rates.
Discount rates for savings and life insurance contracts are capped at a level corresponding to a conservative estimate of the expected return on the corresponding assets. Non-life technical reserves are discounted at market interest rates. All other assumptions are determined by reference to internal experience-based data.
Assumptions are generally based on past experience and do not differ from those that would be expected to be used based on observed historical data. However, for liability adequacy testing purposes, the Group uses dynamic surrender rates which factor in possible increases in surrender rates that are not supported by past experience. In addition, the allocation keys used to allocate unrealised capital gains are based on Embedded Value calculations. As such, they do not reflect observed historical data but consist of a reasonable projection of future unrealised gain allocations, determined according to the principles applied to calculate the Group’s Embedded Value published each year.
Apart from the use of dynamic surrender rates reflecting the correlation between surrender rates and the level of guaranteed yields for liability adequacy testing purposes, correlations among the various assumptions are not taken into account.
At 31 December 2009, a 10% fall in surrender rates would have a positive impact of €119 million on MCEV©; a 5% fall in observed losses (mortality and disability) would have a positive impact of €113 million on MCEV©.
finanCial statements4 notes to the consolidated financial statements 25.5.3 Concentration of insurance risk 25.5.3.1 use oF reiNsurANCe To reduCe CoNCeNTrATioNs oF iNsurANCe risk
The Group’s reinsurance programmes are designed to avoid earnings fluctuations and increase its underwriting capacity. The objectives of the reinsurance policy defined by the Board of Directors are as follows: ■ to implement a reinsurance programme covering direct business and inward reinsurance written for provident institutions and subsidiaries; ■ to protect underwriting results by entering into nonproportional treaties which are geared to the size of the Group and provide excess-of-loss cover per risk and per occurrence: (catastrophe risk); ■ to share risks on large-scale new business.
■ Individual policies: death and permanent and total disability risks for all portfolios of individual policies (direct business and inward reinsurance written by CNP Assurances for its LBPP, CNP Vita, CNP Vida and Global Vida subsidiaries) are reinsured on the market as follows: for each catastrophic loss event – defined as an event involving at least five victims – the Group retains ten times the annual social security ceiling (€34,308 in 2009) and the reinsurers cover 1,000 times this ceiling per event and 2,000 times the ceiling per loss year.
The Property & Casualty and liability insurance portfolios of the Group’s Portuguese subsidiary, Global Nao Vida, are also reinsured on the market via 13 reinsurers. These programmes are reviewed annually.
Non-unit-linked savings contracts with a guaranteed yield have been classified by level of commitment, as follows (in declining order): ■ contracts offering a guaranteed rate of return and a guaranteed profit share when the contract matures; ■ contracts offering a higher fixed rate of return (generally 75% of the TME rate) over a maximum of eight years; ■ contracts offering a guaranteed rate of return representing less than 60% of the TME rate at the time of payment.
finanCial statements 4 notes to the consolidated financial statements 25.5.5 Credit risk arising from insurance business 25.5.5.1 CrediT risk ArisiNG From ouTwArd reiNsurANCe – Terms ANd CoNdiTioNs oF GuArANTees reCeived ANd GiveN
Excess-of-loss contracts have been placed with reinsurers who are rated between A-and AAA.
25.5.5.2 risks AssoCiATed wiTh FiNANCiAl GuArANTees ANd wiTh iNTermediATe CurreNT ACCouNTs
Certain specific risks are associated with insurance contracts, including the risk of disputes with the insured or beneficiaries.
The contested policies represent only a minute proportion of the total number of individual and group policies managed by the Group.
There is also evidence of certain emerging insurance risks. Certain issues raised in connection with lawsuits go beyond a simple dispute between CNP Assurances and the insured. These issues could have serious consequences for the entire insurance industry if the courts all ruled against the insurer.
Risk management objectives and methods – Underwriting and risk selection policy – Pricing policy – Risk assessment methods.
Medium and long-term projections are used to produce financial trajectories and perform In-force and new business calculations, in connection with the annual business valuation exercise.
Forecasting models are tailored to the types of products concerned. They include: ■ asset/liability models for savings and pension products; ■ specific loan insurance models which break down the insurance book by underwriting year; ■ models tailored to individual and group personal risk products, incorporating risk measurement factors and statistical data; ■ models designed to simulate future annuity commitments.
finanCial statements4 statutory auditors’ report on the consolidated financial statements 4.3. statutory auditors’ rePort on the Consolidated finanCial statements For the year ended 31 december 2009
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 consolidated 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 consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements.
The consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements based on our audit.
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 consolidated 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 consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at 31 December 2009, and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
finanCial statements 4 statutory auditors’ report on the consolidated financial statements
The methods used to determine these items are discussed in Notes 3.8 and 3.12 to the consolidated financial statements. We verified that the methods and assumptions used were reasonable, in particular in view of the Group’s regulatory environment and experience.
■ In the context of the financial crisis, we verified the methods used to identify the Group’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 consolidated financial statements was appropriate.
As required by law and in accordance with professional standards applicable in France, we have also verified the information presented in the Group’s management report.
finanCial statements4 company financial statements at 31 December 2009 4.4. ComPany finanCial statements at 31 deCember 2009 4.4.1. IlBalance sheet 4.4.1.1. ASSEtS
Change in unearned premiums reserve and unsettled claims (1) 0 (1) (4) -75.0%
Paid claims and benefits and change in claims reserves (14,273,117) 275,468 (13,997,649) (14,781,551) -5.3%
finanCial statements4 company financial statements at 31 December 2009 4.4.2.3. NoN-tEChNICAl ACCoUNt
Internal and external management fees and interest expense (13,095) (22,191) -41.0%
4.4.3. Ilcommitments given and received 2b. Securities and other assets purchased under resale agreements 3,818 3,952 2c. Other commitments related to securities, other assets or revenue 6,024,768 6,030,386 2d. Other commitments given 7,559,747 7,496,825 3. securities lodged as collateral by reinsurers 3,060,961 5,509,778
Each of the 148,537,823 shares will bear a dividend of €3. The dividend will be paid as from 1 June 2010 and the shares will trade ex-dividend on NYSE Euronext Paris from 27 May 2010.
finanCial statements4 company financial statements at 31 December 2009 d e
CNP Assurances is a French société anonyme (public limited company) with a Board of Directors, governed by Articles L. 225-17 to L. 225-56 of the French Commercial Code (Code de commerce), with capital of €594,151,292. In accordance with “Article 2” of its Articles of Association, the Company’s corporate purpose is to: ■ write life and endowment insurance; ■ write bodily injury insurance covering accident and health risks; ■ hold majority interests in insurance companies.
For this purpose, it can: ■ hold stakes in companies whose business activities may assist it in performing the corporate purpose; ■ and more generally carry out all operations of any kind whatsoever directly or indirectly related to this purpose and liable to facilitate its development or performance.
ll NoTe 1 significant events of the year 1.1 ImPACt of thE CRISIS IN
Remeasurement of the subsidiary’s business plan to reflect the higher solvency ratios required for the new products has also led the Company to record an impairment loss of €182.9 million on UniCredit Vita shares, leaving them with a carrying amount of €469.2 million at 31 December 2009. The Company is confident in the future earnings scenario developed under the new strategy and based around UniCredit’s network of 1,969 agencies (UCBdR and Banco di Sicilia). UniCredit was number two in the Italian bancassurance market in 2009. In 2010, in addition to consolidating the strong performance of its non-unit-linked products, CNP UniCredit Vita will launch a new range of combined unit-linked/non-unit-linked contracts and continue to develop its loan insurance and personal insurance offering.
Under the agreement, CNP Assurances paid Barclays upfront cash consideration of €140 million upon completion of the transaction. In order to share out the value created by the joint venture on an equitable basis, the agreement also provides for an earn-out mechanism over 12 years based on the achievement of certain sales targets and margins and on the growth of the Barclays branch network. Payments under the earn-out mechanism are estimated at €80.2 million at 31 December 2009.
The entire operation will be financed from internal resources and will not have a material impact on the Company’s solvency capital.
Subject to the customary regulatory approvals, the transaction is expected to close during the first quarter of 2010.
The price is subject to an adjustment mechanism based on the change in net asset value and should generate net gains for the Company of around €40 million in 2010.
The Technical Risks Committee does not consider that the decision of the Lyon Court of Appeal will have a material impact on the Company’s financial statements. CNP Assurances has committed to providing identical cover to any former employees who request it to do so.
Furthermore, the effective date of application of Article 14 of the national collective agreement of 11 January 2008 - which provides for continuing healthcare and personal risk insurance coverage for employees who have been made redundant during the period in which they are unemployed – has been pushed back from 19 January 2009 to 1 July 2009. This continuing coverage will be paid for jointly by employer and employee. This situation is also being reviewed by the Technical Risks Committee.
finanCial statements 4 notes to the company financial statements 1.7 mUltI-ANNUAl PARtNERShIP AgREEmENt bEtwEEN mfP SERvICES ANd CNP ASSURANCES
The measurement and recognition bases used to prepare the Company accounts comply with the decree of 8 June 1994 and the government order of 20 June 1994 to bring the French Insurance Code into line with the EU directive of 19 December 1991 concerning the Company and consolidated financial statements of insurers.
Exceptionally, in 1995, provisions arising from new accounting regulations (decree of 8 June 1994 and the government order of 20 June 1994) relating to other-than temporary impairment of assets at the beginning of the reporting period were recognised in equity at 1 January 1995, in accordance with the recommendation of the Conseil national de la comptabilité (French national accounting board - CNC). This impairment expense is reversed if there is an appreciation in the value of the assets concerned.
3.1.2 Treasury shares Treasury stock, corresponding mainly to shares acquired to stabilise the CNP Assurances share price, are recorded in “marketable securities” in accordance with opinion No. 98D issued by the CNC’s emerging issues task force and CNC regulation No 2000-02.
The following amortisation periods, which reflect the best estimate of the asset’s useful life, are used by the Company: ■ internally developed software: 5 years; ■ business applications (licences): 5 years.
Internally developed software is amortised from the date on which it is placed in service; licences are amortised from their acquisition date.
3.3.1 measurement Investments are measured at their historical cost, less acquisition-related costs, with the exception of: ■ investments held to cover linked liabilities, which are remeasured at the end of each reporting period based on any changes in the related unrealised gains or losses – the matching liabilities are remeasured on the same basis; ■ investments subject to legal revaluation requirements.
Since 1 January 2005, CNP Assurances recognises buildings by significant part or component, in accordance with Regulation 2005-09 of 3 November 2005, which made substantial changes to CRC Regulation No. 99-03 of 29 April 1999 concerning the General chart of accounts, and Article 15-1 of Regulation No. 2002-10, concerning the depreciation of assets.
Borrowing costs incurred during the construction period are recognised as an expense.
Expenses directly attributable to the purchase of a property are included in its cost and depreciated over the useful life of the shell.
In order to break down the amortised cost of each building at 1 January by specific part, a simplified approach was used based on the breakdown observed for similar reference buildings (8 categories): ■ “Haussmann” style buildings; ■ intermediate-period and recent buildings; ■ “old” office buildings; ■ “intermediate-period and recent” offices; ■ shopping centres and cinemas; ■ business premises; ■ high-rise housing developments; ■ high-rise office developments.
Fixtures and fittings were allocated to the different specific parts in view of their non-material amounts.
3.3.2 depreciation of buildings Depreciation is calculated on the acquisition or construction cost of each property on a straight-line basis over its estimated useful life.
Due to the difficulty of reliably determining the residual value of property, investment and operating properties are considered as having no residual value.
An impairment loss provision is recognised on property or financial instruments when there is evidence that they are subject to other-than-temporary impairment in accordance with Article R.332-20 of the French Insurance Code.
At the end of each reporting period, the land and shell components of each building are tested for impairment and to see if there are indicators that they may be impaired. One such indicator would be a 20% drop in the value of the building in relation to its cost. If there is evidence of impairment, CNP Assurances estimates the recoverable amount of the building concerned.
Opinion No. 2002-F issued by the CNC’s emerging issues task force on 18 December 2002, states that the criterion for presumption of impairment concerning “material unrealised losses may be defined for French equities in relation to the degree of volatility: 20% of the carrying amount when the markets are relatively stable, rising to 30% when they are volatile”.
In 2009, in view of the continuing volatility on the markets, CNP Assurance has maintained the threshold for assuming that there is other-than-temporary impairment at 30%
■ The following securities must be tested for impairment: ■ securities for which a provision has been recognised; ■ securities for which there is evidence that the Company may not be able to recover all or part of the carrying amount of the investment; ■ French and foreign equities and mutual funds that have lost at least 30% of their value due to a high degree of volatility.
■ The amount of the provision corresponds to the difference between the carrying amount and the recoverable amount so if a short-term sale is planned, the recoverable rate is the market rate.
The French Insurance Code requires insurers to set up a liquidity risk reserve if the aggregate value of property, shares and securities carried in the balance sheet in accordance with Article R.332.20 of the code is less than their carrying amount in accordance with Article R.331-5-1 of the code.
finanCial statements4 notes to the company financial statements in the liquidity risk reserve” with a corresponding debit to account “379 – deferred increase in the liquidity risk reserve”. A related disclosure is included in Note 4.10 to the Company financial statements.
Realisable value is defined as follows for the purposes of calculating the liquidity risks reserve: ■ The realisable value of listed shares and securities is the average price calculated over the 30 days preceding the reporting date, or the most recent available listed price.
■ The realisable value of shares in money market funds and mutual funds is calculated at the average redemption price published over the 30 days preceding the reporting date, or the most recent available price.
■ The realisable value of property and shares in unlisted property companies is determined on the basis of fiveyear valuations performed by a qualified expert recognised by the French insurance supervisor (ACAM). In the period between two five-year valuations, fair value is estimated at each year end and the amounts obtained are certified by a qualified expert.
In accordance with Article R.331-5-4 of the French Insurance Code, the liquidity risk reserve at 31 December 2009 is calculated based on average prices for the month of December.
The basis used to calculate the liquidity risk reserve includes unrealised losses on forward financial instruments as provided for under Articles R.332-45 to R.332-47 of the French Insurance Code, with the underlyings referred to under Article R.332-20. These unrealised losses are included for the portion that exceeds the value of the securities or the cash put up as collateral. Unrealised gains are only included if they are guaranteed under the conditions provided for in Article R.332-56, i.e., there is a framework agreement between issuer and holder whereby unrealised gains and losses are secured by collateral.
A defaulting issuer provision is set aside when there is an indication that the issuer may be unable to honour its commitments. This is the practice recommended by the ACAM in accordance with the opinion of the CNC of 15 December 2008, and should cover both interest and principal repayments.
■ the stock market price (closing price) on the date the results of the share offer were published by the competent regulatory body.
Since 31 December 2008, CNP Assurances has applied CRC Regulation No. 2007-07 of 14 December 2007 relating to the translation of foreign currency transactions governed by the French Insurance Code.
Foreign currency transactions are defined in Article A.342-3 of the French Insurance Code. They are recognised in their trading or settlement currency in each accounting currency (where a number of different accounting currencies are used).
CRC Regulation No. 2007-07 defines foreign currency transactions and stipulates that changes in foreign exchange rates are accounted for by classifying these transactions into two categories: ■ transactions involving assets and liabilities that generate a “structural” position. For insurers, these mainly consist of strategic investments in non-consolidated companies traded in foreign currency, advances in foreign currency made to branches and financing of said investments and advances in foreign currencies. These items are unlikely to
Translation differences on structural positions, measured based on the difference between the trading rate (historical rate) and the closing rate are recognised both on-and offbalance sheet.
Translation differences on structural positions are recorded in account 666 “Foreign exchange losses” or account 766 “Foreign exchange gains”.
In accordance with CRC Regulation No. 2007-07 of 14 December 2007, the Company recognised unrealised foreign exchange differences on operational positions at 31 December 2009 in profit or loss.
Interest rate hedges comprise: ■ floors which increase in value as interest rates fall, and caps which gain in value as interest rates rise; ■ put options on bonds whose value is tied to a decline in bond prices.
CNP Assurances has contracted options that partially hedge against the risk of a decline in the value of its equities portfolio.
In light of the volumes and the resulting financial impact, the Company’s partial hedging of its equities portfolio is based around a dynamic hedging strategy designed to optimise gains from market opportunities as well as the overall cost of the hedging strategy.
■ The elimination of debit or credit balances on margin accounts, other periodic flows and balancing adjustments are kept in the adjustment account over the life of the hedge.
■ All income and expense relating to forward financial instruments, whether they have been received or settled, realised or unrealised, are deferred to profit or loss over the planned life of the hedge based on the expected yield of the instrument.
Mathematical reserves for non-unit-linked contracts correspond to the difference between the present value of the respective commitments of the Group and the policyholder.
The general reserve is set up in accordance with (i) Article A. 331-1 of the French Insurance Code, amended by the government order of 29 December 1998; and (ii) the provisions of the amended Finance Act of 30 December 1998 relating to the conditions of tax deductibility.
Mathematical reserves for unit-linked contracts are determined by reference to the assets backing the linked liabilities. Gains and losses arising from the remeasurement of these assets at fair value are recognised in profit, to offset the impact of changes in the related technical reserves.
Premiums are recognised net of taxes and estimated cancelled premiums. Earned premiums for the period are adjusted for: ■ estimated earned premiums not yet written at the periodend; and
Claims reserves are based on the estimated cost of settling the claims, net of any forecast recoveries.
3.6.1 outward reinsurance Premiums, claims and technical reserves are stated before reinsurance. Ceded amounts are recognised under “Reinsurance result”.
Other costs are analysed between: ■ corporate costs, which are allocated to the operating centres using statistical cost allocation keys or actual business data.
In the plan accounts: ■ the underwriting and financial profit generated by the plan over the reporting period is recognised in the policyholder surplus reserve; ■ if there is an overall decline in value of the non-amortisable assets in the special segregated portfolio, a provision must be recognised in the liquidity risk reserve; ■ the capitalisation reserve is calculated for the segregated PERP portfolio and reclassified to Other life technical reserves for PERP and PERE plans.
3.9.2 deferred taxation No provision for deferred taxation is recognised in the CNP Assurances Company accounts.
CNP Assurances, the parent company, is fully consolidated by CNP Assurances Group.
Provisions for impairment of shares in property companies 41,349 25,474 6,444 60,379
Shares in unlisted property companies 3,276,362 1,027,607 283,591 32,023 4,052,401 investments in subsidiaries 4.2 SUmmARy of INvEStmENtS
Forward financial instruments: yield strategy 65,742 12,203 21,057 3) mutual fund units (other than those in 4) 12,195,221 12,080,787 11,673,446
Forward financial instruments: yield strategy 0 0 0 5) bonds and other fixed income securities 166,236,982 166,654,982 171,416,743
Variable income securities other than mutual fund units 0 0 0
■■ securities pledged to cover commitments to providential insurance companies or covering managed investment funds 0 0 0
■■ securities deposited with assignors (including securities deposited with assignors whose company has provided jointly liable surety) 0 0 0
■■ securities allocated to special technical provisions for other transactions in France 5,553,783 5,617,251 5,786,000
finanCial statements4 notes to the company financial statements 4.4.3 receivables and payables of subsidiaries and affiliates
Receivables due from government and social security bodies 10,606 10,606 21,484
A - Investments with a carrying amount in excess of 1% of CNP Assurances’ share capital i - subsidiaries (over 50% owned)
Kingdom EUR NA NA NA 30,000 21,119 60.00% 0 NA NA 0
4, Place RaoulDautry – 75015 Paris – France EUR 213,022 109,090 367,839 557,903 557,903 93.03% 0 19,756 28,565 12,683 Property
4, Place RaoulDautry – 75015 Paris – France EUR 30,500 964,326 6,632,910 245,595 245,595 100.00% 0 2,051,945 10,912 0 Insurance
4, Place RaoulDautry – 75015 Paris – France EUR 22,875 6,572 414,708 23,325 23,325 100.00% 0 362,336 1,713 6,645 Insurance
4, Place RaoulDautry – 75015 Paris – France EUR 12,000 6 80,921 12,000 12,000 100.00% 0 21,272 241 0 Insurance
USA USD NA NA NA 11,887 3,725 56.67% 0 NA NA 0
4, Place RaoulDautry – 75015 Paris – France EUR 7,644 (34,001) 12,975 8,870 8,870 100.00% 0 6,172 37,739 37,754 Property
Paris – France EUR NA NA NA 35,991 35,991 99.00% 54,960 NA NA 0 Property
–75007 Paris – France EUR NA NA NA 112,542 90,371 28.47% 0 NA NA 0
– 75116 Paris – France EUR NA NA NA 26,850 26,850 28.40% 0 NA NA 0
Channel Islands – Guernsey EUR NA NA NA 9,688 3,188 50.00% 0 NA NA 0
Levallois-Perret – France EUR 249 23,791 76,643 14,104 8,166 33.33% 7,963 2,058 (548) 0 Property
75007 Paris – France EUR NA NA NA 7,500 0 21.42% 0 NA NA 0
USA USD NA NA NA 8,849 7,287 19.18% 0 NA NA 0
Mantra Invest Feeder 3 75201 Dallas EUR NA NA NA 12,000 6,341 24.49% 0 NA NA 0
Masseran France Selection 1-A Texas EUR NA NA NA 14,589 3,693 28.88% 0 NA NA 0
Kingdom EUR NA NA NA 10,516 4,741 34.99% 0 NA NA 0
2 Place de la Coupole – 92078 Paris -La Défense – France EUR NA NA NA 16,008 3,267 19.61% 0 NA NA 0
75008 Paris – France EUR NA NA NA 7,500 0 50.00% 0 NA NA 0
b - Investments with a carrying amount of less than 1% of CNP Assurances’ share capital
(2) The data shown corresponds to the data in the notes to the financial statements for the year ended 31 December 2008. (3 The data shown corresponds to the data at 31 December 2008. (4) The data shown corresponds to the data at 30 June 2009 (due to difference in closing date). (5) The data shown corresponds to the data at 31 March 2009 (due to difference in closing date).
Company legal form headquarters 5/7 RUE SCRIBE Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ALPÉCUREUIL Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ANTICIPA Intercompany partnership 4, Place Raoul-Dautry – 75015 Paris – France
ASSURÉCUREUIL PIERRE 4 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURÉCUREUIL PIERRE 5 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURÉCUREUIL PIERRE 6 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
ASSURIMMEUBLE Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
CAPTIVA CAPITAL PARTNERS Partnership limited by shares 41 avenue de la Liberté – L-1931 Luxembourg
CAPTIVA CAPITAL PARTNERS III Partnership limited by shares 41 avenue de la Liberté – L-1931 Luxembourg
CDC INTERNATIONAL Intercompany partnership 3 quai Anatole-France – 75007 Paris – France
EDR REAL ESTATE Partnership limited by shares 20 boulevard Emmanuel-Servais – L-2535 Luxembourg
GF DE LA GRANDE HAYE Co-operative 102 rue de Réaumur – 75002 Paris - France
GIMAR FINANCE Partnership limited by shares 9, avenue de l’Opéra – 75001 Paris – France
ÎLOT 13 Non-trading property company 50/56, rue de la Procession – 75015 Paris – France
ÎLOT A5B Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
ISSY DESMOULINS Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
ISSY VIVALDI Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
MONTAGNE DE LA FAGE Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
PIAL 22 Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
REIM EURCORE 1 Partnership limited by shares 10 boulevard Royal – L-2449 Luxembourg
RUEIL NEWTON Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
SICAC Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
SOCIÉTÉ DU CENTRE COMMERCIAL DE LA DÉFENSE Non-trading property company 5 boulevard Malesherbes – 75008 Paris - France
VICTOR HUGO 147 Non-trading property company 4, Place Raoul-Dautry – 75015 Paris – France
VIVIER MERLE Non-trading property company 1/3, rue des Italiens – 75009 Paris – France
4.5.1 Composition of share capital The Company’s share capital comprises 148,537,823 shares, each with a par value of 4 euros, and including 148,033,560 shares giving entitlement to a dividend for the period ended 31 December 2009.
Net profit for the year 970,903 (970,903) 934,268 934,268 4.7 othER dISCloSURES CoNCERNINg thE bAlANCE ShEEt 4.7.1 Accruals and prepayments
Other accrued income and prepaid expenses 773,477 669,728 deferred income and accrued expenses 1,452,646 100,864
Unearned interest income 43,724 4.7.3 breakdown of provisions for liabilities and charges
In profit or loss 1. Change in life premium reserves 8,460,702 6,670,178 2. Profit-sharing and participation in underwriting surplus included directly 7,195,463 6,477,112
Profit-sharing included 5,360,203 4,677,472 3. Use of policyholder surplus reserve 712,427 718,906 4. Impact of transfer to REPAG plan (366,838)
Non-unit-linked insurance commitments – mathematical reserves for annuity payments 442,858 368,857
Gross amount of liquidity risk reserve for other technical reserves 23,333 626,082
Financial expenses (commissions, fees, interest, overdraft charges, etc.) 447,484 447,484 626,829
finanCial statements4 notes to the company financial statements 5.2 bREAkdowN of INComE ANd ExPENSES fRom tEChNICAl oPERAtIoNS
Unit-linked life or endowment policies with regular premiums group policies governed by
Mark-to-market adjustment for gains on assets held to cover linked liabilities 2,068,997 3,496 14,772 2,087,265
Reinsurers’ share of claims and benefits 28,477 (937) (255) 36,254 43,366 158,841 9,723 275,469
Reinsurers’ share of profit sharing 8,066 14,103 282,251 304,420 off-account items
other individual term policies with regular premiums (including open group policies)
Acquisition and contract administration costs 1,853 11,462 1,179,531 4,508 864,924 8,234 138,132 1,655 19,589 8,667 28,058 2,266,613
Reinsurers’ share of change in life premium reserves and other technical reserves (286) (477) (4,268) 397,176 114,833 591 507,569
Individual bodily insurance policies group bodily insurance policies Inward reinsurance total 1.b Change in earned premiums reserve and unsettled claims 1 1 2b. Change in reserves for outstanding claims and miscellaneous expenses (7,379) 4,624 (3,716) (6,471)
Provisions for unearned premiums and unsettled claims (opening balance) 14 14
finanCial statements 4 notes to the company financial statements 5.3 EmPloyEE bENEfItS ExPENSE
Employee benefits expense can be broken down as follows: year-on-year change
The amount of commission arising from insurance transactions recognised during the period was €1,832,152k and includes all types of commissions paid to CNP Assurances’ partners that distribute its products.
Income statement 31.12.2009 31.12.2008 breakdown of other (non-technical) income (378,135) 391,145
A1. Policy-based participation (including underwriting surplus) 8,255,903 7,294,578 7,231,051 3,730,707 3,306,098
A2. Change in the policy-holder surplus reserve (55,785) (424,154) 167,458 630,546 824,323 b. Policyholder participation in policies governed by Article A. 132.2 (1)
The following disclosures present the cumulative remuneration (by remuneration category) of the members of the Board of Directors of CNP Assurances, including the Chairman of the Board of Directors and the Chief Executive Officer.
■ Long-term benefits: the cumulative amounts provided for, or recognised in respect of pension or other retirement benefits for the Chief Executive Officer and the Chairman of the Board of Directors total €3,152,550.
■ Share-based payments: no share-based payments were made in 2009. No stock options or performance shares were granted to any CNP Assurances senior executives or members of the Board.
■ Long-term benefits: the cumulative amounts provided for, or recognised in respect of pension or other retirement benefits for the Chief Executive Officer and the Chairman of the Board of Directors total €272,441.
■ Share-based payments: no share-based payments were made in 2008. No stock options or performance shares were granted to any CNP Assurances senior executives or members of the Board.
Number of ordinary shares outstanding 148,537,823 148,537,823 148,537,823 138,635,302 138,635,302 results of operations (in € thousands)
Earnings before tax, depreciation, amortisation and provisions (EBITDA) 1,099,789 1,301,111 1,295,608 713,358 812,240 earnings per share (in euros)
Earnings before tax, depreciation, amortisation and provisions (EBITDA) 7.40 8.76 8.72 5.15 5.86 employee benefits expense payable
Total payroll and benefits In € thousands 269,182 254,495 242,249 224,539 207,563 * Recommended 2009 dividend to be paid in 2010. The share par value is €4.
finanCial statements 4 notes to the company financial statements 5.12 fEES PAId to thE AUdItoRS IN 2009
* Other audit and special engagements mainly concern services related to business acquisitions.
Caisse Nationale des Caisses d’Epargne et de Prévoyance EUR 200 4.7825% until 2013 then Euribor +200 bps from
Caisse Nationale des Caisses d’Epargne et de Prévoyance EUR 93 3-month Euribor +70 bps until 15.11.16, then 3-month Euribor 160 bps Undated totAl REdEEmAblE SUboRdINAtEd dEbt 1,433
Variable rate HSBC EUR 50 Tec 10+10 bps, global rate capped at 9% Perpetual
Variable rate ABN AMRO EUR 25 6.25% until 2009, then 4 times (10-year EUR CMS – 2-year EUR CMS), 9% cap and 2.75% floor Perpetual
finanCial statements4 statutory auditors’ report on the financial statements 4.6. statutory auditors’ rePort on the finanCial statements For the year ended 31 december 2009
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at 31 December 2009 and of the results of its operations for the year then ended in accordance with French accounting principles.
The financial crisis and resulting economic downturn have impacted companies, in particular their business activities and financial stability. The extreme volatility of the financial markets that have remained active, the scarcity of transactions in markets that have become inactive and a lack of future visibility have created specific conditions this year affecting the preparation of the financial statements, in particular as regards accounting estimates which are required under applicable accounting standards. These conditions are described in Note 1.1 to the financial statements. Against this backdrop, and in accordance with the provisions of Article L.823-9 of the French Commercial Code (Code de commerce), we bring to your attention the following matters: ■ Certain technical items specific to insurance and re-insurance, on both the assets and liabilities sides of the balance sheet, such as technical reserves, are estimated based on statistical and actuarial considerations. The methods used to determine these items are discussed in Notes 3.4, 3.5 and 3.6 to the financial statements. We verified that the methods and assumptions used were reasonable, in particular in view of the Company’s regulatory environment and experience.
■ In assessing the provisions for equity securities, we examined the information provided by Management concerning the business activities, the anticipated future prospects, and the criteria and assumptions applied to determine the values in use of the various securities.
additional information about the ComPany and its CaPital5 annual general meeting of 25 may 2010 5.1. annual general meeting of 25 may 2010 5.1.1. IlBoard of Directors’ report on the proposed resolutions board of directors’ report on the proposed resolutions submitted to the Annual General meeting of 25 may 2010
APPRovAl of thE 2009 fINANCIAl StAtEmENtS of thE ComPANy ANd thE gRoUP, ANd thE boARd of dIRECtoRS’ REPoRt (fIRSt ANd SECoNd RESolUtIoNS)
These standard resolutions, relating to the approval of the financial statements, are the very purpose for which the Annual General Meeting is called.
Deferral of the expense due to spreading of the liability risk provision (PRE) over several years, as authorised by Article R.331-5-4 of the French Insurance Code is therefore deducted from net profit in accordance with Article R.332-6.
Terms and conditions of the dividend payout are provided, in compliance with Euronext Instruction of 6 December 2007 which requires a minimum period of five week days to elapse between the date of the Annual General Meeting and the dividend payout, to ensure that shareholders are informed of their rights in a clear and transparent manner.
Private shareholders resident in France will be entitled to 40% tax relief on the dividend pursuant to Article 158-3-2 of the French Tax Code (Code général des impôts).
Alternatively, these shareholders may elect to pay 18% withholding tax on their dividends (Article 117 quater of the French Tax Code). This election must be made at the latest when the dividends are received.
The agreements mentioned in the Statutory Auditors’ special report are longstanding agreements, authorised in the past by the Supervisory Board and then by the Board of Directors that have remained in effect in 2009. No new related-party agreement was authorised by the Board of Directors in 2009, except for that described in the fifth resolution concerning the amendment to the employment contract of the Chief Executive Officer of CNP Assurances with regard to the amounts of remuneration, indemnities and benefits to be paid by the Company in the event of termination of the employment contract.
RAtIfICAtIoN of thE APPoINtmENt of A mEmbER of thE boARd of dIRECtoRS (SIxth RESolUtIoN)
This resolution concerns the ratification of the appointment of: ■ Tommaso Padoa-Schioppa, as Director, which was decided by the Board on 23 June 2009, to fill the seat left vacant by the resignation of Alexandre Lamfalussy.
A Board of Directors’ meeting must be held to decide whether transactions under the programme authorised by shareholders would be carried out, in practice, by the Board itself or by the Company’s Chief Executive Officer.
The Board of Directors’ meeting held to approve the 2009 financial statements and the proposed resolutions decided to grant full powers to the Chief Executive Officer in order to implement the buyback programme, subject to the condition precedent that the seventh resolution is adopted by shareholders at the Annual General Meeting. The adoption of the seventh resolution by the Annual General Meeting will automatically entail fulfilment of the condition precedent and the Chief Executive Officer will be authorised to immediately implement the share buyback programme.
The term of office is six years and shall expire at the end of the Annual General Meeting to be called in 2016 to approve the financial statements for the year ended 31 December 2015.
The Statutory Auditors and deputy Statutory Auditors have informed the Company that they would accept their appointments, and declared that they are not subject to any prohibitions that would prevent them from performing their duties.
The excellent stock market performance of the CNP Assurances share (over a period of ten years, the share price has more than doubled) means that the CNP share price is substantially higher than the price of other shares in the CAC 40 and SBF 120 indexes.
This split of the par value, which would thereafter amount to €1, would automatically lead to a fourfold increase in the number of outstanding shares on the market and should favourably impact the share’s liquidity. This transaction would make the CNP Assurances share more easily accessible particularly for individual investors and would help to increase the number of the Company’s shareholders.
This transaction has no impact for shareholders. Indeed, if the shareholders approve the Board’s proposal, a shareholder who, for example, currently holds ten shares with a par value of €4, will hold 40 shares with a par value of €1 after the share split. This transaction will therefore not have any consequences on the total value of the portfolio of CNP Assurances’ shareholders.
If the Annual General Meeting decides to adopt the foregoing resolution with regard to the share split, the Board should then be given the necessary powers to make the required amendments to the Articles of Association.
The above resolutions proposed by the Board of Directors will be submitted to the shareholders of CNP Assurances for approval.
extraordinary resolutions x – Four-for-one share split, leading to a decrease in the share value from €4 to €1; xI – Corresponding amendments to Article 7 of the Articles of Association relating to the share capital; xII – Powers of attorney for formalities.
Having considered: ■ the Board of Directors’ report on the operation and management of CNP Assurances and the CNP Group during financial year 2009; ■ the Company’s annual financial statements (income statement, balance sheet, notes) and the consolidated financial statements; ■ the Statutory Auditors’ general report;
Having considered the reports of the Board of Directors and the Statutory Auditors, the General Meeting expressly approves the consolidated financial statements for the year ended 31 December 2009 as presented to it, which show profit attributable to owners of the parent of €1,004,135,000, as well as the management of the Group, as shown by these financial statements and reports.
Having noted that the Company generated a profit of €934,267,620.14 for the year ended 31 December 2009 and has retained earnings of €392,500,540.49, corresponding to distributable profit of €1,326,768,160.63 (from which the nondistributable sum of €12,489,703.25 should be deducted pursuant to Article R.331-5-4 of the French Insurance Code and allocated to retained earnings), the General Meeting approves the Board of Directors’ proposals concerning the appropriation of profit and the setting of the dividend.
As a result, in accordance with Article R.322-6 of the French Insurance Code, the General Meeting decides to: ■ appropriate €868,664,988.38 to the Company’s optional reserves; ■ deduct a total of €445,613,469, to be distributed to the shareholders as dividends.
The following dividends were distributed in respect of the previous three financial years: financial year Number of shares with dividend rights Net dividend per share total
additional information about the ComPany and its CaPital5 annual general meeting of 25 may 2010
Fifth resolution (Ratification of the related-party agreement between the Company and Gilles Benoist, Chief Executive Officer)
Having considered the Statutory Auditors’ special report on the agreements referred to in Article L.225-38 of the French Commercial Code, the General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, approves the agreement referred to in said report relating to the amendment to the employment contract of Gilles Benoist, CNP Assurances’ Chief Executive Officer, in accordance with Article L.225-42-1 of the French Commercial Code.
sixth resolution (Ratification of the appointment of a member of the Board of Directors)
The General Meeting ratifies the appointment as Director of Tommaso Padoa-Schioppa, who was appointed by the Board of Directors on 23 June 2009 to fill the seat left vacant by the resignation of Alexandre Lamfalussy, for the remainder of his predecessor’s term of office, i.e. until the close of the Ordinary General Meeting called in 2012 to approve the financial statements for the year ending 31 December 2011.
seventh resolution (Authorisation for the Board of Directors to implement a share buyback programme)
■ to allot shares to eligible employees and corporate officers of the Company or the Group, under a share grant plan within the scope of Article L.225-197-1 et seq. of the French Commercial Code, or under an employee profit-sharing or employee share ownership plan,
■ decides that the shares may be bought back by any means under the conditions provided for by the regulations in force, and in particular, in whole or in part, in on-market transactions or by block trades and, where applicable, by off-market transactions or through the use of options or derivatives other than the sale of put options, at the times that the Board of Directors considers appropriate subject to the limits provided for by stock market regulations. The shares purchased pursuant to this authorisation may be retained, sold or transferred under the conditions provided for by the regulations in force, by all means including through block trades, at any time; ■ grants full powers to the Board of Directors (which may delegate such powers) to ensure that these transactions are effectively completed, and set their terms and conditions, and in particular to: ■ enter into, amend and/or extend the term of any liquidity contract in compliance with the AMAFI code of ethics recognised by the AMF,
The General Meeting notes that the terms of office of the principal Statutory Auditor, KPMG SA, and its deputy, SCP
The General Meeting notes that the terms of office of the principal Statutory Auditor, Mazars, and its deputy, Franck Boyer, expire at the close of this General Meeting and decides to renew these terms of office 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, on the following terms: ■ Mazars, represented by Jean-Claude Pauly, as principal Statutory Auditor; ■ Michel Barbet-Massin, as deputy Statutory Auditor.
Tenth resolution (Four-for-one stock split, leading to a decrease in the share value from €4 to €1)
The General Meeting notes that this operation will not entail an increase or reduction of the Company’s capital, which remains at €594,151,292, divided into 594,151,292 shares.
The General Meeting delegates full powers to the Board of Directors (which may sub-delegate these powers) to make all the necessary adjustments as a result of this split, carry out all formalities and, more generally, do whatever is appropriate or necessary in order to implement and ensure the proper performance of this decision.
additional information about the ComPany and its CaPital5 annual general meeting of 25 may 2010 eleventh resolution (Corresponding amendments to Article 7 of the Articles of Association relating to the share capital)
As a result of the foregoing, the General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, decides to amend Article 7 of the Articles of Association of CNP Assurances as follows: “Article 7 – Share capital
The share capital is currently set at five hundred and ninetyfour million, one hundred and fifty-one thousand, two hundred and ninety-two euros (€594,151,292), divided into five hundred and ninety-four million, one hundred and fiftyone thousand, two hundred and ninety-two (594,151,292) fully paid up shares with a par value of €1 each”.
All shareholders are invited to attend the General Meeting, regardless of the number of shares they hold.
In accordance with Article R.225-85 of the French Commercial Code, in order to participate at the General Meeting, shares must be recorded in a share account in the holder’s name or in the name of their financial intermediary before 00:00 (Paris time) three working days before the meeting, in the registered share account kept by the Company’s registrar, CACEIS Corporate Trust, or in a bearer share accounts held by the financial intermediary.
additional information about the ComPany and its CaPital general information 5.2. general information Company information 5.2.1. Ilname, headquarters, trade and companies Registry number and aPe business identifier code
5.2.2. IlLegal form and governing law CNP Assurances is a French société anonyme (public limited company) created in its current legal form by French Act No. 92-665 of 16 July 1992 adapting insurance and credit legislation to the single European market.
Its activities are supervised by the French insurance supervisory authority appointed by the French Government (Autorité de Contrôle des Assurances et des Mutuelles – ACAM). CNP Assurances is listed on the Paris Stock Exchange and is also regulated by the AMF. ACAM was replaced by ACP following a Conseil d’État decree of 3 March 2008 enforcing French Order No. 2010-76 of 21 January 2010. ACP was set up pursuant to this Order, as a result of the merger of the French Banking Commission, ACAM, CECEI and CEA.
5.2.5. IlFinancial year 1 January to 31 December (the calendar year).
5.2.6. Ilappropriation and allocation of profit (article 30 of the articles of association)
Net income for the financial year as shown by the annual statement of assets and liabilities, after deduction of overheads and other payroll charges, all depreciation and amortisation of assets and all contingency provisions, forms net profit.
Distributable profit consists of the profit for the financial year, less prior losses and amounts appropriated to the reserves pursuant to the law and the Articles of Association, and increased by retained earnings.
On the recommendation of the Board of Directors, the Ordinary General Meeting may decide to allocate any amounts it considers appropriate to retained earnings or to one or more extraordinary, general or special reserve funds. They may be allocated in any manner decided by the General Meeting, on the recommendation of the Board of Directors. It may also decide, on the recommendation of the Board of Directors, to distribute all or part of the profit in the form of dividends.
“Any person who, acting alone or in concert, raises his direct or indirect interest in the capital or voting rights to at least 0.5%, 1% or any multiple of 1% is required to notify the Company by registered letter with return receipt requested within five days of the recording in the share account of the shares that lead to this threshold being reached or crossed, of the total number of shares and the number of voting rights. The letter of notification should include details of the total number of shares and voting rights held. The same disclosure formalities shall apply when each of these disclosure thresholds is crossed or in the case of a reduction in a shareholder’s interest to below a disclosure threshold.
5.2.7. Iladmission to general meetings and exercise of voting rights by shareholders gENERAl mEEtINgS (ExtRACt fRom ARtIClE 28 of thE ARtIClES of ASSoCIAtIoN – gENERAl mEEtINgS)
“(…) 3. Shareholders who are unable to attend General Meetings in person may choose one of the following three possibilities: ■ give a proxy to another shareholder or to their spouse, or in the case of shareholders not residing in France, to the registered intermediary (within the meaning of Article L.228-3-2 of the French Commercial Code) or to any other person recognised by the laws and regulations; or
Each shareholder has as many votes at an Ordinary or Extraordinary General Meeting as the shares with voting rights he owns or represents.
5.3.2. IlFinancial authorisations At the Extraordinary General Meeting of 22 April 2008, the shareholders authorised or delegated authority for the following transactions (9th and 10th resolutions).
5.3.2.1. dElEgAtIoN of AUthoRIty gIvEN to thE boARd of dIRECtoRS to ISSUE ShARES
■ The Board of Directors shall have responsibility for setting the issue price of the ordinary shares. The amount received by the Company shall be at least equal to the par value of each ordinary share issued; ■ decides that the Board of Directors may, within the limits provided for by law, delegate to the Chief Executive Officer the authority which is granted to it pursuant to this resolution; The delegation granted above to the Board of Directors is given for a period of twenty-six (26) months as from the date of this General Meeting (i.e., until 22 June 2010). It cancels and supersedes any previous delegation of authority.
■ carry out all acts and formalities in order to carry out and record the increase or increases in the share capital carried out pursuant to this authorisation, and in particular to amend the Articles of Association accordingly and, more generally, do everything that may be necessary.
This delegation of authority is granted for a period of twentysix (26) months as from the date of this General Meeting (i.e., until 22 June 2010). It cancels and supersedes any previous delegation of authority.
5.3.2.2. dElEgAtIoN of AUthoRIty gIvEN to thE boARd of dIRECtoRS IN oRdER to gRANt StoCk oPtIoNS
The Extraordinary General Meeting of 22 April 2008 adopted the eleventh resolution.
The eleventh resolution is set out below: After reviewing the Board of Directors’ report and the Statutory Auditors’ special report, the Extraordinary General Meeting, in accordance with Articles L.225-177 et seq. of the French Commercial Code: ■ authorises the Board of Directors, for a period of thirtyeight (38) months as from the date of this General Meeting, and gives it the required powers in order to grant, on one more occasions, on its own decisions alone, stock options to purchase shares in the Company, in favour of the beneficiaries set out below; ■ decides that the number and status of the beneficiaries of these stock options will be freely set by the Board of Directors. The Board of Directors shall make the designation of these beneficiaries from among the management or certain categories of staff of CNP Assurances and the companies that are affiliated with it under conditions set out in Article L.225-180 of the French Commercial Code; ■ decides that the price of the stock options will be determined by the Board of Directors on the date when the transaction is carried out; it is specified that the price of the stock options will be equal to 100% of the average purchase price of the shares held as treasury shares by the Company pursuant to Articles L.225-208 and L.225-209 of the French Commercial Code; ■ moreover decides that the total number of new stock options that will thus be open for exercise may not give the right to purchase a number of shares representing more than 1% of the share capital of CNP Assurances; ■ decides that the options granted pursuant to this delegation of authority must be exercised within a maximum of six years as from the date when they are granted;
The General Meeting authorises the Board of Directors, within the limits set by the previous paragraph, to grant shares resulting from buybacks made by the Company under the conditions provided for in Articles L.225-208 and L.225-209 of the French Commercial Code.
The General Meeting gives full powers to the Board of Directors, within the limits set above, in order to: ■ determine the identity of the beneficiaries or the category or categories of beneficiaries of the share grants, it being specified that shares may not be granted to employees and corporate officers who each hold over 10% of the share capital and that the grant of shares may not lead to any of such employees or corporate officers crossing the threshold of a holding of more than 10% of the share capital; ■ allocate the rights to the grant of shares on one or more occasions and at the times it considers appropriate; ■ to set, where applicable, the conditions and criteria for allocation of the shares including, but not limited to the following, the conditions of length of service, conditions relating to maintenance in effect of the employment contract or corporate office during the vesting period, and any other individual or collective financial or performance condition;
■ set the final durations of the vesting period and the lock-up period for the shares in compliance with the minimum limits set above by the General Meeting; ■ record, where applicable, the free shares in a registered share account in the name of their holders, mentioning the unavailability of such shares and the lock-up period; ■ in the event that financial transactions covered by the provisions of the first paragraph of Article L.228-99 of the
French Commercial Code are carried out during the vesting period, implement all measures that may preserve and adjust the rights of the beneficiaries of the share grants, in accordance with the terms and conditions provided for by this article.
The Extraordinary General Meeting of 25 May 2010 adopted the eleventh resolution.
■ decides that the maximum amount of funds used to carry out this share buyback programme may not exceed €2,079,529,522; ■ decides that the shares may be bought back by any means under the conditions provided for by the regulations in force, and in particular, in whole or in part, in on-market transactions or by block trades and, where applicable, by off-market transactions or through the use of options or derivatives other than the sale of put options and at the times that the Board of Directors considers appropriate subject to the limits provided for by stock market regulations. The shares purchased pursuant to this authorisation may be retained, sold or transferred under the conditions provided for by the regulations in force, by all means including through block trades, at any time; ■ grants full powers to the Board of Directors (which may delegate such powers) to ensure that these transactions are effectively completed, and set their terms and conditions, and in particular to: ■ enter into, amend and/or extend the term of any liquidity contract in compliance with the AMAFI code of ethics recognised by the AMF,
The terms of the decision, referred to below, may be summarised as follows: According to Article L.228-40 of the French Commercial Code, the Board of Directors has the authority to decide or authorise the issue of bonds, unless the Articles of Association reserve this power for the General Meeting or unless the General Meeting decides to exercise it. None of the provisions of the Articles of Association of CNP Assurances reserve this power for the General Meeting.
At its meeting on 23 February 2010, the Board of Directors authorised the Company’s Chief Executive Officer, Gilles Benoist, under the conditions provided for by law, to issue (on his decision alone), on one or more occasions, bonds or similar securities (where applicable within the scope of an EMTN programme), either in France or another country. The securities issued may be subordinated or unsubordinated, fixed term or open ended and may pay interest at a fixed or variable rate (or any form of remuneration, including indexation), or any other debt securities (it being specified that they may not carry warrants giving a right to the allotment, acquisition or subscription of other debt securities).
Full powers are given to the Chief Executive Officer, under the conditions provided for by law and for the maximum amount of the authorisation set above, in order to: ■ decide on the nature, forms, terms and conditions of the issues; ■ decide on the features of the securities to be issued and, in particular, set the conditions for their exercise, their ranking which may be subordinated where applicable, the method of amortisation and payment of the securities, the frequency of the interest payments and the date and method of repayment(s) of the capital, with or without a premium, as well as the amount of any redemption premium which will be added to the total maximum amount of the securities that may be issued pursuant to this delegation of authority, and the governing law; ■ decide, where appropriate, to attach a guarantee to the securities to be issued and, where applicable, define and grant such guarantee; and
■ in general, decide on all the rates, terms and conditions which the Chief Executive Officer considers appropriate in light of market conditions and the Company’s interests.
additional information about the ComPany and its CaPital general information 5.3.4. Ilchanges in share capital Between 1987 and the legislative reform of 16 July 1992, CNP Assurances was a public industrial and commercial institution with no share capital within the meaning of the French Act of 24 July 1966. The changes in the capital of CNP Assurances since it became an insurance company limited by shares on 9 December 1992 are set out below: date description of the transactions carried out Issued capital Aggregate par value Net premium
23.04.1993 Shares issued for cash 3,170,000 FRF 317,000,000 (1) FRF 538,900,000 27.10.1994 4-for-1 stock split 126,880,000 FRF 3,172,000,000 (2) –
(1) Par value of FRF 100. (2) Par value of FRF 25. (3) Par value of €4.
totAl CNP ASSURANCES ShARES 148,537,823 100% 100% (1) The difference between the percentage interest and percentage voting rights is due to treasury shares, which are stripped of voting rights. (2) The main terms of the shareholders’ agreement are presented in the following table.
totAl ShARES hEld by thE SIgNAtoRIES of thE ShAREholdERS’ AgREEmENt (2) 113,739,448 76.57% 76.94%
Signatories and % interest main terms main clauses concerning the capital
The agreement contains clauses placing a temporary ban on the sale of the parties’ CNP Assurances shares and a pre-emptive subscription right applicable to all sales, except for those made by the State: ■■ 100% of the shares the first year, 80% the following year and 75% thereafter until the fifth year are temporarily non-transferable; ■■ all sales give the parties a preemptive right to purchase the shares held by the other parties, with the exception of the French State; ■■ the parties that are Statecontrolled must together hold 61% of the capital.
■■ In October 2000, the signatories reorganised their interests, while retaining combined majority control of CNP Assurances. As a result, Sopassure took over the rights and obligations of La Poste and Caisses d’Epargne. ■■ Sopassure’s term and the term of the shareholders’ agreement between La Poste and Caisse d’Epargne Group are aligned with that of the shareholders’ agreement. When the CNP Assurances shareholders’ agreement ends, La Poste and Caisse d’Epargne group will recover direct ownership of their CNP Assurances shares and will decide whether to continue their joint policy with regard to the Company. ■■ The number of seats on the Supervisory Board held by each signatory remained unchanged (CDC: 5 seats; La Poste: 3 seats; CNCEP: 2 seats; French State: 1 seat).
The French securities regulator ruled that the decision by La Poste and Caisse d’Epargne group to combine their interests within Sopassure did not materially affect the original balance of powers among the signatories, with Caisse des Dépôts continuing to be the leading shareholder in the majority group (CMF ruling dated 24 November 2000).
Reorganisation of the interests held by shareholders representing the majority group: ■■ acquisition by Caisse d’Epargne group of 5.5% of the capital from CDC (3%), La Poste (2%) and the French State (0.5%); ■■ Interests held by La Poste and Caisse d’Epargne group combined within a joint holding company, Sopassure (a public sector entity), 50.1% owned by La Poste; ■■ Sopassure’s interest will remain below that of CDC (at around 36% and 37% respectively).
CDC, Sopassure, La Banque Postale and CNCE have given an undertaking not to sell any shares while the agreement is in force. The signatories undertake not to carry out any share purchases or other transactions that would result in (i) Caisse des Dépôts holding over 40% of CNP Assurances’ capital, directly or indirectly, and/or (ii) Sopassure, La Banque Postale and CNCE together holding over 35.48% of its capital, directly or indirectly.
■■ CDC: 40% ■■ La Banque Postale ■■ CNCEP ■■ French State: 1%
The shareholders’ agreement was aligned with the change in the Company’s governance structure replacing the Executive Board and Supervisory Board with a Board of Directors. For the full term of the shareholders’ agreement, the signatories will recommend that the Board include one member appointed by the French State, six by Caisse des Dépôts and five by Sopassure, one employee representative and four independent directors.
The main clauses relative to the capital are not amended by this fourth addendum. They remain unchanged and in full force and effect.
■■ CDC: 40% ■■ La Banque Postale ■■ BPCE ■■ French State: 1.09%
As a result of the alliance between Caisses d’Epargne and Banques Populaires, the new cooperative banking group, BPCE, was formed on 31 July 2009. Pursuant to the fifth addendum to the shareholders’ agreement, BPCE acquired CNCE’s interest in Sopassure (jointly owned by La Poste and CNCE) and took over all of CNCE’s rights and obligations arising from the agreement. This will not however change the balance of interests of CNP Assurances’ shareholders or the business agreements, which will remain unchanged as a result of the operation. The other provisions of the agreement that are not amended by the fifth addendum remain unchanged and in full force.
The main clauses relative to the capital are not amended by this fifth addendum, which does not affect the existence of Sopassure jointly owned by La Poste and BPCE.
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 to the private sector of a minority stake held by the French State in the capital of CNP Assurances.
In accordance with the favourable opinion of the Commission on shareholdings and transfers and the order adopted by the French Minister of Economy and Finance on 23 September 1998, 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 two share sales had the effect of reducing the French State’s interest in CNP Assurances’ capital from 42.38% to 23.39%.
A total of 61% of CNP Assurances’ capital was nevertheless still in the hands of public sector shareholders, through the interests held by Caisse des Dépôts et Consignations and La Poste.
Using the authorisation given at the Extraordinary General Meeting of 18 September 1998, the Executive Board decided to increase the Company’s capital by FRF 245,098,050 to FRF 3,417,098,050, through the issuance of 9,803,922 new shares with a par value of FRF 25 each, by reference to the prices at which the shares held by the French State were sold to private sector shareholders and the price spread of FRF 149 to FRF 153 set by the French Minister of Economy and Finance for the CNP Assurances initial public offering.
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 a first employee rights issue. A total of 443,786 new FRF 25 par value shares reserved for employees 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 either directly or indirectly through Group employee share ownership plans.
Within the scope of this authorisation, the Executive Board was given the power to amend the Articles of Association accordingly.
On 19 July 2004, the Executive Board decided to carry out another employee rights issue reserved for members of the CNP Assurances International Group employee share ownership plan. A total of 49,836 new €4 par value shares reserved for employees were issued on 22 December 2004, ranking pari passu with existing shares.
The issue proceeds totalled €1,877,820.48, including €199,344 credited to the capital account and €1,678,476.48 to the share premium account. Following this issue, the share capital was raised from €554,341,864 to €554,541,208, divided into 138,635,302 fully paid up ordinary shares.
At 31 December 2005, employees and former employees held 148,300 shares directly and 1,445,276 shares indirectly through the corporate mutual fund “Actions”, representing approximately 1.15% of the capital.
A rights issue with pre-emptive subscription rights was launched on 8 January 2007 to finance part of the cost of acquiring 49.9% of Ecureuil Vie. 9,902,521 new shares were issued. The gross issue proceeds amounted to €699,613,108.65.
On 6 February 2007, after the new shares had been listed on Eurolist by Euronext Paris, the number of shares outstanding stood at 148,537,823.
additional information about the ComPany and its CaPital general information 5.3.7. IlListing of cnP assurances shares CNP Assurances was floated on the Paris Stock Exchange on 6 October 1998.
The amounts awarded to employees under discretionary profit-sharing plans are based on collective performance objectives. These amounts do not include any complementary contributions by the Company.
Amounts allocated on this basis to employees of CNP Assurances over the last five years: year total discretionary profit-sharing amount Number of recipients
Dividends paid by CNP Assurances for 2005, 2006, 2006, 2007, 2008 and 2009 * were as follows: Number of shares with dividend rights 138,635,302 148,537,823 148,537,823 148,537,823 148,537,823 * Subject to ratification at the Annual General Meeting of 25 May 2010.
In accordance with Article 222-7 of the General Regulations (Règlement Général) of the AMF, the annual information document below lists all the information published by the Company or made public in the last 12 months (between 4 March 2009 and 5 March 2010), in one or more European
Economic Area countries or one or more other countries, in order to comply with its obligations under securities legislation or regulations relating to financial instruments and financial instrument markets.
Press releases published pursuant to the ongoing obligation to provide information/ Procedures for making available or reading information for the General meeting www.cnp-finances.fr
CNP Assurances and Malakoff Médéric in talks to set up new pensions business (2 April 2009)
Half-yearly report on transactions under the CNP Assurances liquidity contract with Natixis Securities (3 July 2009)
Barclays and CNP Assurances establish life insurance joint venture in Spain, Portugal and Italy (10 September 2009)
CNP Assurances sells in Portugal its majority stake in the insurance group Global Seguros to Rentipar Seguros SGPS (12 November 2009)
CNP Assurances Exercises Put Option on its Natixis Global Asset Management (NGAM) Shares (18 December 2009)
Half-yearly report on transactions under the CNP Assurances liquidity contract with Natixis Securities (6 January 2010)
CNP Assurances has finalised the sale in Portugal of its majority stake in the insurance group Global Seguros to Rentipar Seguros SGPS (3 March 2010)
Publication of agreements and addenda between shareholders (Article l.233-11 of the French Commercial Code) www.amf-france.org
Amended notice sent to shareholders of Annual General Meeting of 21 April 2009 (18 March 2009)
BALO of 4 March 2009 containing notice of the Annual General Meeting
Journal d’annonces légales of 6 April 2009 containing notice of the meeting
Notice of the Annual General Meeting sent to shareholders and all information required to be given to shareholders pursuant to Articles R.225-81 and R.225-83 of the French Commercial Code monthly statement on share capital and voting rights www.cnp-finances.fr
Voting rights at 31 May 2009 (5 June 2009) Voting rights at 30 June 2009 (3 July 2009)
additional information about the ComPany and its CaPital5 Board of Directors’ report to the 2010 annual general meeting 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
This report describes the common characteristics of the two plans and provides information on the implementation of each plan.
On 5 July 2008, i.e. two years after the entitlements were allocated, the shares were granted to the employees concerned provided that they were still employed by the Company in July 2008.
The value of each share on the grant date was €69.08, as the reference share price used to value the shares was the CNP Assurances opening share price on 7 July 2008.
This plan was carried out using existing shares, and the Company did not issue any new shares.
Within the scope of the authorisation granted by the Annual General Meeting and as recommended by the Supervisory Board’s Remunerations & Nominations Committee, the 19 June 2007 Executive Board decision established the following entitlements for share grants: ■ 30 shares for each non-executive employee; ■ 15 shares for each executive employee.
Eligible grantees consist of all permanent employees with an employment contract governed by French law or with an employment contract governed by the laws of another country who were remunerated as employees by CNP Assurances when the share grant was approved and who have been with the Group for at least three months.
On 19 June 2009, i.e. two years after the entitlements were allocated, the shares vested with the employees concerned provided that they were still employed by the Company.
Granted at the 22 April 2008 AGM (7th resolution) Duration: 18 months Expires: 22 October 2009 10% of share capital outstanding at the date of purchase
Granted at the 21 April 2009 EGM (10th resolution) Duration: 18 months Expires: 21 October 2010 10% of share capital outstanding at the date of purchase
Issue of shares to members of an employee share ownership plan
Granted at the EGM of 22 April 2008 (9th resolution) Duration: 26 months Expires: 22 June 2010 €500 million including premiums
At the Annual General Meeting of 21 April 2009, the shareholders approved the renewal of the share buyback programme in place since the IPO.
ll trades in the company’s shares Pursuant to the authorisation granted by the Annual General Meeting of 21 April 2009, the Company purchased (between 1 January 2009 and 31 December 2009) 3,245,813 of its own shares at an average price of €60.35 and sold 3,396,831 treasury shares for an average price €59.91.
Average maximum maturity None None None None None None None None
Average strike price None None None None None None None None
Statement by the issuer on transactions in its own shares between 1 January 2009 and 31 december 2009
Percentage of capital held directly or indirectly as treasury stock 0.33%
Number of shares held in the portfolio at 31 December 2009 504,263
Market value of the portfolio* €34,168,860.88 * At the 31 December 2009 closing price: €67.76.
additional information about the ComPany and its CaPital5 transactions carried out in 2009 under the share buyback programme ll Purpose of the transactions All the transactions were carried out in order to maintain a liquid market in the Company’s shares under a liquidity contract entered into with an independent investment firm. The Company did not buy back any shares with a view to using them for the other categories of objectives of its 2009 share buyback programme. Furthermore, 50,550 shares were allocated to the employees on 19 July 2009 in relation with the share grant of 19 July 2007.
None of the aforementioned shares were reallocated to the fulfilment of other objectives.
“I hereby declare that having taken all reasonable care to ensure that such is the case, the information contained in this Registration
Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
The Statutory Auditors’ reports on the historical fi nancial information are presented on pages 210 and 211 (for the consolidated fi nancial statements) and pages 258 and 259
report on the consolidated fi nancial statements for the year ended 31 December 2008, contains an observation.
KPMG 3, cours du Triangle 92939 Paris La Défense Cedex represented by Xavier Dupuy * 1992 AGM to approve the 2009 fi nancial statements
Deputy: Franck Boyer* 2004 AGM to approve the 2009 fi nancial statements * Member of the Versailles Regional Association of Statutory Auditors.
Documents concerning the Company may be consulted at the Company’s headquarters
additional information about the ComPany and its CaPital5 Fees paid to the statutory auditors 5.9. fees Paid to the statutory auditors
Audit of the financial statements of the Company and the Group 1,126 1,184 94% 98% 1,912 1,692 74% 69%
ConCordanCe tables registration doCument ConCordanCe table key information required under Annex 1 of European Commission Regulation 809/2004 Pages 1. Persons responsible 295 2. statutory Auditors 295 3. selected financial information 9 to 11 5. information relating to the issuer 5.1. History and development of the issuer 5, 269 to 271 7. organisational structure 7.1. Brief description of the Group 27 to 28 7.2. List of significant subsidiaries 235 to 243 8. Property, plant and equipment n/a 9. operating and financial review 79 to 93 10. Capital resources 10.1. Information concerning the issuer’s capital resources 272 to 284 10.2. Sources and amounts of cash flows 109 to 111 10.3. Borrowing requirements and funding structure 171 to 173, 256 to 257 10.4. Restrictions on the use of capital resources 28 10.5. Anticipated sources of funds n/a 11. research and development, patents and licences n/a 12. Trend information 78 13. Profit forecasts or estimates n/a 14. Administrative, management, and supervisory bodies and senior management 14.1. Information concerning the members of administrative, management or supervisory bodies 27 to 43 14.2. Conflicts of interest 29 15. remuneration and benefits 15.1. Remuneration paid and benefits in kind granted 29, 44 to 51 15.2. Total amounts set aside or accrued to provide pension, retirement or similar benefits 50 to 51, 134, 253 16. board practices 16.1. Expiry date of current terms of office 30 to 43 16.2. Service contracts with members of the administrative, management or supervisory bodies 29, 62 to 68 16.3. Information about the Audit Committee and Remuneration and Appointments Committee 15 to 16 16.4. Statement of compliance with France’s corporate governance regime 14
The table below provides cross references between the pages in the CNP Assurances Registration Document and the key information required under European Commission Regulation (EC) No. 809/2004 implementing EC Directive 2003/71/EC.
ConCordanCe tables key information required under Annex 1 of European Commission Regulation 809/2004 Pages 17. employees 17.1. Number of employees 4, 96 17.2. Stock options and share grants 48 to 49, 290 to 291 17.3. Arrangements for involving employees in the Company’s capital 284 18. major shareholders 279 to 282 19. related-party transactions 132 to 134 20. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 20.1. Historical financial information * 101 to 259 20.2. Pro forma financial information 101 to 259 20.3. Financial statements 101 to 259 20.4. Auditing of historical annual financial information 210 to 211, 258 to 259 20.5. Age of latest financial information 288 to 289 20.6. Interim and other financial information 288 to 289 20.8. Legal and arbitration proceedings 57 to 59 20.9. Significant changes in the issuer’s financial or trading position 70 to 71 21. Additional information 21.1. Share capital 272 to 278 21.2. Memorandum and Articles of Association 269 to 271 22. material contracts 62 to 68 23. Third party information and statement by experts and declarations of any interest 93 24. documents on display 295, inside back cover 25. information on holdings 232 to 243
Other information required under the General Regulation of the AMF (Autorité des Marchés Financiers)
Fees paid to the Statutory Auditors in 2009 and 2008 (Article 221-1-2°) 296
Report of the Chairman of the Board of Directors on the procedures for the preparation and organisation of the work of the Board and internal control procedures
dated 29 April 2004: ■■ The consolidated financial statements of CNP Assurances for the year ended 31 December 2007 and the Statutory Auditors’ report on the consolidated financial statements for the year ended 31 December 2007, as presented on pages 103 to 230 of Registration Document No. D.08-0381 filed with the Autorité des Marchés Financiers on 14 May 2008; ■■ The consolidated financial statements of CNP Assurances for the year ended 31 December 2008 and the Statutory Auditors’ report on the consolidated financial statements for the year ended 31 December 2008, as presented on pages 81 to 201 of Registration Document No. D.09-0417 filed with the Autorité des Marchés Financiers on 14 May 2009.
information relating to the management report of the Board of Directors of cnP assurances
ConCordanCe tables information relating to the management rePort of the board of direCtors of CnP assuranCes This Registration Document includes all items from the Report of the Board of Directors that are required by law.
key information Pages 1. Business activity and trends/Results/Financial situation and performance 70 to 83 2. Description of main risks and uncertainties 52 to 59 3. Events that have occurred after the balance sheet date/Future outlook 72 4. Information relating to supplier payment terms 82 5. Use of financial instruments for the Company and the Group 79 to 81 6. Company shareholders 278 to 284 7. Names of controlled entities holding shares of the Company n/a 8. Changes in the presentation of the financial statements n/a 9. Significant shareholdings in companies with registered offices in France n/a 10. Five-year financial summary 254 11. Purchase and sale of treasury stock 293 to 294 12. Employee share-ownership 284 13. Table of authorisations granted to increase the share capital 292 14. Changes in the rights of holders of securities convertible, redeemable, exchangeable or otherwise exercisable for shares n/a 15. Dividends paid during the last three financial years 265 16. Injunctions or penalties for anti-competitive practices n/a 17. Information likely to have an impact in the event of a public offering n/a 18. Directorships and functions of corporate officers 30 to 43 19. Remuneration of directors and officers 44 to 51 20. Stock option grants n/a 21. Transactions by management in the Company’s shares n/a 22. Information on share grant plans for management n/a 23. Information on share grant plans for employees 290 24. Environmental and social information 94 to 100 25. Research and development activity n/a 26. Board of Directors’ report on the proposed resolutions 262 to 264
Report of the Chairman of the Board of Directors prepared in accordance with Article L.225-37 of the French Commercial Code 14 to 26 8.
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