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CNP 2001 ANG 106-117 20/06/01 17:44 Page 106 h) General Meetings of Shareholders To be entitled to attend General Meetings in person or be represented by proxy, holders of bearer shares are required to obtain from the bank or broker that manages their share account a certificate stating that their shares have been placed in a blocked account preventing their sale up to the date of the meeting. This certificate must be delivered to the Company at least five days prior to the date of the meeting. Holders of registered shares will be entitled to attend General Meetings without carrying out any formalities, provided that their shares were recorded in the Company’s share register at least five days prior The following is a summary and an adaptation of the information disclosed in the section entitled “Renseignements à caractère général” of the French language reference document. Shareholders who are unable to attend the meeting in person may give proxy to their spouse or another shareholder or vote by correspondence. Alternatively, they may return the signed form of proxy to theCompany without naming a person to represent them. In this case, they will be considered as having givenproxy to the Chairman of the meeting who will vote in favour of all resolutions tabled by the Executive Board. I – GENERAL INFORMATION ABOUT CNP ASSURANCES No shares carry double voting rights. Any shareholder acting alone or in concert with other shareholders that acquires or raises its direct and/or indirect interest in the Company’s capital to more than 0.5% or 1% or any multiple of 1%, is required to notify the Company by registered letter with return receipt requested within five days of the disclosure threshold being crossed. The letter of notification should include full details of the number of shares Registered in Paris under no. 341 737 062 APE business identifier code: 660 A The same disclosure formalities apply when each subsequent disclosure threshold is crossed or in the case of a reduction in a shareholder’s interest to below a disclosure threshold. In the case of non-compliance with this requirement, the shares that should have been disclosed may be stripped of voting rights for a period of two years as from the date on which the omission is remedied. CNP Assurances is a société anonyme (public limited company) with a two-tier management structure The above disclosure thresholds are in addition to those provided for by law. (Executive Board and Supervisory Board). It is governed by the French Companies Act, the FrenchCommercial Code and the French Insurance Code. Its activities are supervised by the French insuranceindustry watchdog (Commission de Contrôle des Assurances). II – GENERAL INFORMATION ABOUT THE COMPANY’S CAPITAL a) Share capital, par value of the shares The origins of the Company date back to 1850 when Caisses Nationales d’Assurances was founded. The Company’s share capital at 31 December 2000 amounted to FRF 3,428,192,700, divided into CNP Assurances was created in 1959 as a public sector company. It was transformed into a société 137,127,708 ordinary shares with a par value of FRF 25, all fully paid-up. Following conversion into euro, anonyme on 16 July 1992. It has a 99-year term expiring on 15 July 2086. at 1 January 2001, the capital amounted to EUR 548,510,832, divided into 137,127,708 ordinary shareswith a par value of EUR 4. The Company’s purpose is to write life insurance and bodily injury insurance business and to hold majority interests in insurance companies. At the Annual General Meeting of 6 June 2000, the Executive Board was given a five-year authorisation to issue up to EUR 12 million worth of shares to current and former employees of the Group who participatein the CNP Group Employee Savings Plan. The shares will be offered to employees at a 20% discount to The financial authorisations sought by the Executive Board at the Annual General Meeting of 6 June 2001 can be summarised as follows: Share buyback programme (4th resolution)Renewal of the authorisation given at the 2000 Annual General Meeting to carry out a share buyback The Annual General Meeting may decide to appropriate all or part of net profit for the year to any reserve programme covered by an information memorandum approved by the French Stock Exchange authorities accounts or to distribute all or part of net profit in the form of dividends, based on recommendations made The number of CNP Assurances shares that may be held by the Company at any given time will be limited to 10% of the capital. The maximum purchase price of the shares will be set at EUR 55 and the minimum The Annual General Meeting may also decide to offer shareholders the option to receive all or part of the dividend or any interim dividends in the form of shares. CNP 2001 ANG 106-117 20/06/01 17:44 Page 108 – to purchase shares in order to stabilise the share price, if necessary, The ownership structure at 31 December 2000 is not meaningful because the reorganisation of interests – to acquire shares for allocation under employee profit-sharing or share ownership plans or on exercise among CNP Assurances’ main shareholders was in progress at that date. The following table therefore shows the Company’s ownership structure at 31 December 2000 and also at 5 January 2001, when the – in connection with a paper offer for another company reorganisation of interests was completed. – in connection with the management of the Company’s cash reserves or shareholders’ funds The resolution also states that the shares acquired may be cancelled, subject to a shareholder authorisation to reduce the capital being given in a special resolution. The Executive Board is not seeking any authorisation to reduce the capital. c) Authorisation to issue debt securities (5th resolution) Renewal of the authorisation given at the 2000 Annual General Meeting to issue up to EUR 2 billion worth of bonds and other debt securities. The proceeds from the issue or issues would be used to finance (Caisses d’Epargne Group holding company) development projects and to increase the Company’s solvency margin without calling on shareholders (holding company set up jointly by La Poste CNP has been a company limited by shares since 1992. Changes in the Company’s capital since Total shares held by the signatories Fifteen civil service mutual insurance companies Shares issued in payment for assets acquired (Caisses d’Epargne Group holding company) (holding company set up jointly by La Poste and the Caisses d’Epargne Group) Total shares held by the signatories of the shareholders’ agreement Fifteen civil service mutual insurance companies (1) Number of shares including shares intended for free distribution to employees (October 2001), after: CNP 2001 ANG 106-117 20/06/01 17:45 Page 110 CNP Assurances’ main shareholders—Caisse des Dépôts et Consignations, La Poste, the Caisses The new shares were issued at a price of FRF 153, including a premium of FRF 128, and are in the same d’Epargne Group and the French State—signed an agreement on 2 September 1998 stating their intention class as existing shares. The issue price was determined by reference to the prices at which the shares held to remain shareholders of CNP Assurances over the long term and implement common policies. The by the French State were sold to private sector shareholders and the price spread of FRF 149 to FRF 153 agreement, which is for a renewable period of 5 years, was published by the French stock market authorities set by the Ministry of the Economy for the CNP Assurances initial public offering. (Conseil des Marchés Financiers). It also contains provisions concerning the temporary non-transferability ofthe shares held by the signatories of the agreement and gives the signatories a pre-emptive right to acquire any shares that may be offered for sale by the other signatories (with the exception of the French State). On 25 September 2000, the Executive Board decided to use the authorisation given at the Annual On 16 September 1998, the Conseil des Marchés Financiers ruled that the signatories of the agreement General Meeting of 6 June 2000 to carry out an employee rights issue. A total of 443,786 new FRF 25 constitute shareholders acting in concert. par value shares were issued on 15 December 2000, ranking pari passu with existing shares. The issueproceeds totalled EUR 11,999,973.44 (FRF 78,714,665.78), including FRF 11,094,650 credited to the In October 2000, the signatories of the agreement submitted to the Conseil des Marchés Financiers capital account and FRF 67,620,015.78 to the share premium account. At 31 December 2000, employees a plan to reorganise their interests in CNP Assurances, as follows: and former employees of the Company held a total of 1,207,896 including shares held through Group – Acquisition by the Caisses d’Epargne Group of 5.5% of CNP Assurances’ capital from Caisse des Dépôts (3%), La Poste (2%) and the French State (0.5%). In accordance with the authorisation given at the Annual General Meeting of 6 June 2000, the capital – Transfer of the interests held by La Poste and the Caisses d’Epargne Group (18% each) to a joint was converted into euro with effect on 1 January 2001. The operation was carried out by converting holding company, Sopassure, 50.1%-owned by La Poste and managed on an equal basis. the par value of the shares into euro, increasing the converted amount to the nearest whole number – Reduction in the interests of CDC from 40% to 37% and of the French State from 1.7% to 1.2% of euro and transferring the difference from reserves to the capital account. The capital prior to conversionamounted to FRF 3,428,192,700. After conversion and after raising the par value of the shares The Conseil des Marchés Financiers ruled that the combining of the interests held by La Poste and to EUR 4, the capital stood at EUR 548,510,832, divided into 137,127,708 ordinary shares with the Caisses d’Epargne Group within a joint holding company did not materially alter the balance of interests a par value of EUR 4, all fully paid up. among the members of the shareholders’ pact and that La Poste and the Caisses d’Epargne Group were On 19 December 2000, the main shareholders of CNP Assurances—Caisses des Dépôts et therefore not required to launch a takeover bid for CNP Assurances. Consignations, La Poste, Caisses d’Epargne Group and the French State—decided to reorganise theirinterests. The process was completed on 5 January 2001, at which point the respective 18% interests f) Changes in ownership structure in recent years of La Poste and the Caisses d’Epargne Group were held by a joint holding company, Sopassure, which thus owns 36% of the capital of CNP Assurances, the interest of Caisses des Dépôts stood at 37% versus 40% prior to the reorganisation and the interest of the French State came to 1.2% versus 1.7%. All the assets of the predecessor public-sector company, EPIC CNP, were transferred to CNP Assurances with effect on 1 January 1992 in exchange for 2,855,000,000 newly-created shares with a par value of FRF 100. On 22 December 1992, the French State sold 9,510,000 CNP Assurances shares to Caisse des Dépôts Dividends paid in the last three years were as follows: 1993On 4 January 1993, the French State sold 5,547,500 CNP Assurances shares to La Poste. On 23 April 1993, CNP Assurances issued 3,170,000 new shares to Caisse d’Epargne. Number of shares with dividend rights A four-for-one stock-split (increase in the number of shares from 31,720,000 to 126,880,000) was decided at the Extraordinary General Meeting of 27 October 1994. Up to 22 September 1998 the French State, Caisse des Dépôts et Consignations, La Poste and Dividends not claimed within five years are statute-barred and are paid over to the State. the Caisse d’Epargne Group together held 99.88% of CNP Assurances’ capital and consequently jointlycontrolled the Company. Their respective interests were 42.38%, 30.02%, 17.49% and 10%. h) Exceptional events, claims and litigation To the best of the Company’s knowledge, no exceptional events, claims or litigation are in progress or The interest held by Caisse des Dépôts et Consignations was raised from 30% to 40% and the interest pending that would be likely to have a material impact on the business, results of operations or financial held by La Poste raised 17.5% to 20%, through the acquisition of shares held by the French State condition of the Company or the Group. in preparation for the transfer of CNP Assurances to the private sector. The French State sold approximately 6.5% of CNP Assurances’ capital to new shareholders – the civil service mutual insurance companies, AGRR Prévoyance and Compagnie Suisse de Réassurances. None of the interests held by CNP Assurances in its portfolios exceeded any legal or statutory disclosure The above share sales had the effect of reducing the French State’s interest in CNP Assurances’ Following the transfer of CNP Assurances to the private sector, the French State continued to hold 2.24% of the Company’s capital. A total of 61% of CNP Assurances’ capital is still in the hands of public sector shareholders, including 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 on the same day to increase the Company’s capital by FRF 245,098,050 to FRF 3,417,098,050, through the issuance of 9,803,922 shares with a par value of FRF 25. CNP 2001 ANG 106-117 20/06/01 17:45 Page 112 III - SUPERVISORY BOARD AND EXECUTIVE BOARD CensorsJean Lecointre, honorary Vice President of the Paris Chamber of Commerce and Industry, elected 9 December 1992, re-elected 30 June 1997. Bernard Comolet, President of the Executive Board of Caisse d’Epargne Ile-de-France Paris, Jean-Louis de Mourgues, general delegate of AGRR Prévoyance, elected 18 September 1998. President: Gilles Benoist, appointed on 9 July 1998. Jean-Paul Marchetti, appointed on 9 July 1998 Jacques Ouvaroff, first appointed on 9 December 1992, re-appointed on 30 June 1997 Jean-Pierre Walbaum, appointed on 17 January 2001 Secretary to the Supervisory Board Chairman: Edmond Alphandéry (former minister), appointed by the Supervisory Board on 9 July 1998, appointment ratified at the General Meeting of 18 September 1998. AuditorsKPMG Audit, department of KPMG SA, Vice Chairman: Charles Milhaud, President of the Executive Board of Caisse Nationale des Caisses 1, cours Valmy, 92923 Paris-La Défense Cedex, represented by Christian Henry and Régis Tribout d’Epargne et de Prévoyance (CNCEP), appointed by the Supervisory Board on 25 March 1999 appointment Calan Ramolino & Associés, 191, avenue Charles-de-Gaulle, 92200 Neuilly-sur-Seine, represented ratified at the General Meeting of 3 June 1999. by Etienne Jacquemin and Jean-Claude Lemaire. Mazars et Guérard, Le Vinci, 4, allée de l’Arche, 92075 Paris-La Défense Cedex, represented by Guillaume Potel and Pascal Parant. Jean Bassères, representing the French State, appointed by the Supervisory Board on 18 August 1998, appointment ratified at the General Meeting of 18 September 1998. Caisse des Dépôts et Consignations, represented by Daniel Lebègue, elected 20 December 1991, At 31 December 2000, the members of the Executive Board of CNP Assurances held 11,341 shares of re-elected 9 December 1992 and 30 June 1997. the Company and the members of the Supervisory Board and the censors together held 103,553,797 shares. Isabelle Bouillot, deputy Managing Director of Caisse des Dépôts et Consignations, head of banking and financial services, elected 18 September 1998. c) Total remuneration awarded to the Supervisory Board and the Executive Board by Pierre Servant, Director of Strategic Planning and Management Accounting, Caisse des Dépôts et Consignations, elected 18 September 1998. CNP Assurances and the CNP Group for 2000 Gérard Barbot, Director at Caisse des Dépôts et Consignations, elected 18 September 1998 Members of the Supervisory Board: FRF 2,360,000 Robert Allemon*, Banking/insurance advisor at CDC Ixis, elected 6 June 2001. Members of the Executive Board: FRF 7,295,163.79 Sopassure*, represented by Martin Vial, Chairman of La Poste, appointed by the Supervisory Board on 17 January 2001, appointment ratified at the General Meeting of 6 June 2001. Séverin Cabannes*, deputy Managing Director of La Poste, appointed by the Supervisory Board on 17 January 2001, appointment ratified at the General Meeting of 6 June 2001. Patrick Werner, Managing Director of La Poste, appointed by the Supervisory Board e) Agreements involving members of the Executive Board and the Supervisory Board on 29 January 1999, appointment ratified at the General Meeting of 3 June 1999. Refer to the Auditors’ Special Report. Philippe Wahl*, Managing Director of CNCEP, director of Sopassure, appointed by the Supervisory Board on 17 January 2001, appointment ratified at the General Meeting of 6 June 2001. f) Loans and guarantees granted to members of the Executive Board and the Supervisory Board Jean-Baptiste Le Corre, Treasurer of the MGEN mutual insurance company, elected 18 September 1998 Compagnie Suisse de Réassurances, represented by Michel Liès, appointed by the Supervisory Board on 12 October 998, appointment ratified at the General Meeting of 3 June 1999. g) Other significant directorships held by the members of the Executive Board Alexandre Lamfalussy, professor at the Louvain Institute of European Studies, Belgium, elected Gilles Benoist: director of Dexia, member of the Supervisory Board of CNCEP (Centre National des Caisses d’Epargne et de Prévoyance) and CDC Finance-CDC Ixis, permanent representative Jean-Jacques Doaré, Chairman of the Supervisory Board of the CNP Assurances corporate mutual fund, of CNP Assurances on the Supervisory Boards of Locindus and Gimar. Jean-Paul Marchetti: Chairman of CICOGE, director of Ecureuil Vie and Assurbail, member of the Supervisory Board of GPM Assurances and CDC-Ixis Asset Management, permanent representative of CNPAssurances on the Boards of Directors of Filassistance International, Assurposte, CNP International and A3C. Jacques Ouvaroff: Chairman of Investissement Trésor Vie, Préviposte, CNP IAM, Filassistance International and Fongépar, director of CNP International, A3C and Assurposte, Vice Chairman of Ecureuil Vieand GPM Assurances, legal manager of Carrés Bleus. Jean-Pierre Walbaum: Chairman of SACCEF (Société d’assurances des crédits des Caisses d’Epargne de France) and SOGECCEF (Société de garantie d’études des crédits des Caisses d’Epargne de France), directorof Surassur, Ecureuil vie, Ecureuil Assurances IARD, Compagnie Européenne de Garanties Immobilières. *Subject to approval at the Annual General Meeting of 6 June 2001. CNP 2001 ANG 106-117 20/06/01 17:45 Page 114 Persons responsible for the audit of the accounts The amounts awarded to employees under incentive plans based on collective development objectives IV - PERSONS RESPONSIBLE FOR THE REFERENCE DOCUMENT AND Person responsible for the reference document Gilles Benoist, President of the Executive Board of CNP Assurances Statement by the person responsible for the reference document“To the best of our knowledge, the information disclosed in this reference document is correct. It includes all the information required by investors to form an opinion on the assets and liabilities, business, financialcondition, results and outlook of the issuer. No information has been omitted that would be likely to alter KPMG audit and Calan Ramolino & Associés were also auditors of Caisse Nationale de Prévoyance The President of the Executive Board CNP 2001 ANG 106-117 20/06/01 17:45 Page 116 (free translation of a French language original) Checklist of information required to be disclosed under Commission des Opérations de Bourse In our capacity as statutory auditors of CNP Assurances and as required by Commission des Opérations de Bourse regulation COB 98-01, we have examined in accordance with French professional standards the information about the financial position and the historical accounts included in this reference document. This reference document is the responsibility of Gilles Benoist, President of the Executive Board. Name and function of the person responsible for the reference document Our responsibility is to express an opinion on the fairness of the information about the financial position Statement by the person responsible for the reference document and the accounts contained in this reference document. Our procedures, which were performed in accordance with French professional standards, consisted General information about the Company of assessing the fairness of the information about the financial position and the accounts and verifying that General information about the Company’s capital this information agrees with the audited financial statements, reading the other information contained in the reference document in order to identify any material inconsistencies with the information about the financial position and the accounts, and reporting any manifestly incorrect information that came to our attention, based on our overall knowledge of the Company, as acquired during our audit. When reading the forwardlooking information determined according to a structured process, we took into account the assumptions Presentation of the Company and the Group used by management and the amounts obtained by applying these assumptions. Exceptional events, claims and litigation We also audited the consolidated financial statements for the years ended December 31, 2000, 1999 Financial statements of the Company and the Group and 1998, as approved by the Executive Board. Our audits were performed in accordance with auditingstandards generally accepted in France. Our reports on these consolidated financial statements did not Supervisory Board and Executive Board contain any qualifications or observations. Based on the procedures described, we have nothing to report with respect to the fairness of the information about the financial position and the historical financial statements contained in this reference Paris-La Défense and Neuilly, 23 April 2001 In application of regulation COB 98-01/95-01, the Commission des Opérations de Bourse registered this reference document on 30 April 2001 under no. R-01-159. This reference document may not be usedin connection with a financial transaction unless it is accompanied by an Information Memorandum approved by the Commission des Opérations de Bourse. This reference document has been prepared by the issuer and is the responsibility of the persons whose signatures appear herein. This reference document has been registered following an examination of the relevance and consistency of the information provided on theCompany’s position, without any assurance being given as to the authenticity of the accounting and financialinformation. Translated and adapted from the French “document de référence” registered with the Commission des Opérations de Bourse under no. R-01-159. The complete reference document, in French, is available onrequest from the Company and can also be downloaded from the CNP Assurances web site http://www.cnp.fr.
Only the French language version is binding on the Company. Person responsible for financial information:Jean-Paul Marchetti Member of the Executive Board4, place Raoul-Dautry, 75716 Paris Cedex 15Tel. +33 (0) 1 42 18 92 01 Documents concerning the Company may be consulted at:the Company’s headquarters: 4, place Raoul-Dautry, 75716 Paris Cedex 15Shareholder Relations Department - Tel. +33 (0) 1 42 18 97 73 Design/Layout : Tel. : +33 (0) 1 53 00 73 23 CNP 2001 ANG 106-117 20/06/01 17:46 Page 118 Press releases, share prices, annual reports, key figures and more… CNP Assurances’corporate web site www.cnp.fr offers visitors an up-to-the-minute review of the latestnews about the Group. CNP Assurances also offers telephone and e-mail informationservices for shareholders, analysts and investors. at +33 (0) 1 4218 7727.
shareholders, financial analysts andinvestors. The “Financial Info” and “Shareholders” sections of the Group’s complete, downloadable informationabout CNP Assurances’ financial including:• the share price• key figures • by mail: CNP Assurances,
Shareholder Relations Department,
4, place Raoul-Dautry, 75015 Paris,
• the annual and interim reports • the consolidated financial statements • presentations made to financial analysts • by fax: +33 (0) 1 4218 8620
17,000
A “Contact” page allows site visitors shareholders
6 June 2001: Annual General
Meeting at Palais des Congrès,
Paris
15 June 2001: Distribution
of dividends
26 June 2001:
Shareholders’meeting in Marseille
23 October 2001:
Shareholders’meeting in Nantes
28 November 2001:
Shareholders’meeting in Bordeaux

Source: http://www.cnp.fr/eng/documents/pdf/ginfos-ra00va.pdf