The Reference document 2007 WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce Document de référence 2007 Pursuant to Article 212-13 of the general Financial information managers: regulations of the French securities regulator Dominique Godet Chief Financial Officer, APRIL GROUP, (Autorité des Marchés Financiers, AMF), the Tel: +33 (0)4 72 36 18 98 present reference document was filed in French Jean-Marc Atlan with the AMF as an annual report on March 14th, Kaelia 2008 (filing ref : D.08-01 11). Tel: +33 (0)4 72 00 35 81

It may be used in market transactions provided that it is accompanied by a copy of a prospectus that has been duly approved by the AMF. WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce Contents

01 Main Document 04 Statutory financial statements

Responsibility for this reference document and audits...... p.4 APRIL GROUP statutory financial statements at Dec 31st, 2007...... p.151 General information on the company and its share capital...... p.6 Highlights...... p.154 Information on the company’s activities...... p.15 Notes to the statutory financial statements of APRIL GROUP SA Net worth-financial position-earnings...... p.32 for the year ended Dec 31st, 2007...... p.155 Corporate Governance...... p.34 Statutory Auditors’ general report on the annual financial statements...... p.164 Recent developments and outlook...... p.48 Special Statutory Auditors’ report on regulated agreements...... p.166 Combined General Shareholders’ Meeting on April 24th, 2008: Resolutions....p.170

02 Management report Index of headings...... p.178

Management report...... p.50 Five-year financial summary...... p.79 Pursuant to Article 28 of European regulation 809/2004, the following information is included Chairman of the Board of Directors’ report...... p.80 for reference in the present reference document: Statutory Auditors’ report on the report of the Chairman - The management report, the consolidated financial statements and the Statutory st of the Board of Directors...... p.90 Auditors’ report on the consolidated financial statements for the year ended December 31 , 2005, as presented in the reference document filed with the French securities regulator (Autorité des Marchés Financiers, AMF) on March 30th, 2006 under number D.06-0183. - The management report, the consolidated financial statements and the Statutory Consolidated financial statements Auditors’ report on the consolidated financial statements for the year ended December 03 31st, 2006, as presented in the reference document filed with the AMF on March 14th, 2007 under number D.07-0173. APRIL GROUP consolidated financial statements at Dec 31st, 2007...... p.93 The information included in these two reference documents other than the abovementioned information has, as relevant, been replaced and/or updated by the information included in st Notes to the consolidated financial statements at Dec 31 , 2007...... p.98 the present reference document. Statutory Auditors’ report on the consolidated financial These documents may be downloaded from the AMF internet site at www.amf-france.org statements year ended Dec 31st, 2007...... p.148 WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce

01 M

01 Main document P. 04 1. Responsibility for this reference document and audits

P. 06 2. General information on the company and its share capital

P. 15 3. Information on the company’s activities

P. 32 4. Net worth-financial position-earnings

P. 34 5. Corporate Governance

P. 48 6. Recent developments and outlook

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1.0 R

1.0 Responsibility for this reference document and audits

1.1. Responsibility for the reference document 1.2. Statement of responsibility for the reference document Bruno Rousset, Chairman and CEO of APRIL GROUP. I certify that, having taken all reasonable measures to this effect, the information contained in the present reference document is, to the best of my knowledge, fair and accurate in all material respects and free from any omissions that could alter its substance. I have received a completion letter from the Statutory Auditors in which they indicate that they have verified the information relating to the financial position and financial statements given in the present reference document and that they have reviewed the entire document. The financial information presented in the reference document has been covered by reports drawn up by the Statutory Auditors, as presented on pages 148 and 164 of this reference document, which do not contain any observations. To the best of my knowledge, the financial statements have been drawn up in accordance with the accounting standards applicable and faithfully reflects the assets, liabilities, financial position and earnings of the company and all of the consolidated companies, and the management report faithfully reflects the changing business, earnings and the financial position for the company and all consolidated companies, as well as a description of the main risks and uncertainties faced.

The Chairman and CEO, Bruno Rousset Lyons, March 12th, 2008

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1.3. Responsibility for audits of the financial Deputy Statutory Auditors: 1.5. Documents available to the public statements Jean-Marie BARBEREAU For the term of the present reference document, the bylaws, Incumbent Statutory Auditors: Appointed at the Combined General Meeting on April 25th, Statutory Auditors’ reports and financial statements for the 2002. Term-of-office ending at the Ordinary General Meeting last three years, as well as all other reports, letters and other Cabinet MAZARS convened to approve the financial statements for the year documents and historical financial information on the com- Le Premium - 131, bd Stalingrad - 69624 Villeurbanne Cedex. ending December 31st, 2007. pany and its subsidiaries over the last three financial years, Represented by Max Dumoulin Part of Compagnie Régionale des Commissaires aux Comptes, valuations and reports drawn up by an auditor, when required Appointed at the Combined General Meeting on April 25th, Lyons. under French law, and any other legally required documents 2002. First appointed at the Ordinary General Meeting on may be consulted at the company’s registered office. April 16th, 1996. Term-of-office ending at the Ordinary Cabinet BEAS General Meeting convened to approve the financial state- 7/9, Villa Houssay - 92200 Neuilly-sur-Seine. ments for the year ending December 31st, 2007. Appointed at the Combined General Meeting on April 27th, Part of Compagnie Régionale des Commissaires aux 2006. Term-of-office ending at the Ordinary General Meeting Comptes, Lyons. convened to approve the financial statements for the year ending December 31st, 2007. Cabinet DELOITTE & ASSOCIES Part of Compagnie Régionale des Commissaires aux Comptes, 185, avenue Charles de Gaulle - 92201 Neuilly-sur-Seine Versailles. Represented by Jean-Claude LEMAIRE Appointed at the Combined General Meeting on April 27th, 1.4. Disclosure policy 2006. First appointed at the Ordinary General Meeting on April 27th, 2006. People responsible for financial information: Term-of-office ending at the Ordinary General Meeting convened to approve the financial statements for the year Dominique Godet ending December 31st, 2007. Chief Financial Officer, Tel: +33 (0)4 72 36 18 98 Part of Compagnie Régionale des Commissaires aux Comptes, Jean-Marc Atlan Versailles. Kaelia, Tel: +33 (0)4 72 00 35 81

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2.0 G

2.0 General information on the company and its share capital

2.1. General information on the company 2.1.4. Date of creation and duration of the company

2.1.1. Corporate names and head office The company was incorporated on February 22nd, 1990 for a period of 99 years, ending May 31st, 2089, except in the Head Office: 83-85, boulevard Vivier Merle - 69003 LYON. event of early dissolution or extension. It was registered on Corporate name: APRIL GROUP, formerly APRIL SA. June 1st, 1990. APRIL SA became APRIL GROUP at the Combined General Meeting on March 31st, 2000, with the former name of APRIL SA 2.1.5. Corporate Purpose being AGLAE. AGLAE took the name APRIL SA after the merger of its GROUPE APRIL subsidiary on April 3rd, 1997. According to Article 3 of the company bylaws, in France Head Office: 83-85, boulevard Marius Vivier Merle and abroad, the company’s purpose is the following: 69003 Lyons - FRANCE. Acquisition of interests and holdings by any and all means, contributions of assets, subscriptions, purchases 2.1.2. Legal form of equities, bonds and any and all corporate rights in companies, businesses, or commercial undertakings, French limited company (société anonyme) with a Board Studies of transferable, real, industrial or commercial property, of Directors governed by Articles L.225-17 to L.225-56 of Creation of groups, entities, associations, companies, the French commercial code, in accordance with the legal Brokerage and presentation of insurance operations in any form; structure adopted at the Extraordinary General Meeting on any and all audits of insurance or risks, support for networks of August 28th, 2007. professional insurance correspondents; policy management, Assistance, advice, training and communication, 2.1.3. Applicable legislation Directly or indirectly, on its own behalf or on behalf of third parties, either alone or with third parties, through the APRIL GROUP SA is a company operating under French law, creation of new companies, asset contributions, partnerships, subject to the provisions of Book II (Livre II) of the French subscriptions, purchases of shares or rights, mergers, Commercial Code governing commercial companies. alliances, joint ownerships or taking or placing under lease or management any property or rights, or otherwise,

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And generally, any and all financial, commercial, industrial, securities accounts held by the company, or in the bearer 2.1.11. Statutory thresholds civil, real or transferable property operations directly or securities accounts held by an authorized intermediary, as indirectly related to one of these specified purposes or to justified in accordance with the regulations in force. Pursuant to Article 10 of the company bylaws: any corporate asset. Any shareholder acting alone or in concert that directly 2.1.10. Rights associated with share or indirectly acquires at least 2.5% of the share capital or 2.1.6. Trade and company register Dual voting rights voting rights, or any multiple thereof, must duly inform the Company of its interest within fifteen days by registered mail The company is registered in the Lyons trade and company Pursuant to Article 12 of the company bylaws: (with delivery receipt) sent to the Company’s head office. register under number 377 994 553. Its APE code is 672Z. All shares shall be indistinguishable in terms of their category Shareholders must duly inform the Company under the same and rights both in respect of the distribution of profits and conditions each time that their interests increase or decrease 2.1.7. Fiscal year any dividends paid on liquidation. The voting rights associated by any multiple of 2.5%, up to 50% inclusive of the total with shares are proportional to the share capital represented number of Company shares or voting rights. The fiscal year lasts 12 months and runs from January 1st to by the shares. At General Meetings, each share carries the December 31st. right to a single vote. If shareholders fail to make such declarations in accordance with the aforementioned conditions, the shares in excess 2.1.8. Form of shares Furthermore, pursuant to Article 23 of the company of the fraction that should have been disclosed will not bylaws: be entitled to voting rights at General Meetings under the Fully paid-up shares may be held as registered or bearer Pursuant to a resolution adopted at the Extraordinary General conditions required by law, where the nondeclaration has shares, as requested by the shareholder. They give rise Meeting on December 11th, 2003, a voting right that is twice been acknowledged and where one or more shareholders to account registration under the terms, conditions and that conferred on other fully paid-up shares in respect of with at least 5% of the share capital or voting rights make a procedures provided for under French law. the share capital they represent is granted to all shares that request to this effect. have been registered for at least four years in the name of 2.1.9. General Meetings the same shareholder. In addition, in the event of a capital In addition to the above obligation, shareholders must increase through the incorporation of reserves, profits or comply with the mandatory disclosure thresholds applicable In accordance with the provisions of Article R. 225-85 of issue premiums, dual voting rights shall be granted upon under the legislation in force. the French commercial code, transposed in Article 21 of the issue for registered shares freely allocated to a shareholder bylaws, the right to take part in General Meetings is subject by way of new shares for which they are entitled to this right. to securities being registered in the name of the shareholder Any share converted over to the bearer system or transferred or their intermediary by midnight (Paris time) on the third over to another owner loses its double voting right. working day before the meeting, either in the registered

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2.1.12. Identification of bearer shareholders are in principle subject to limitation by a lapse of time further As proposed by the Chief Executive Officer, the Board of to a five-year period. Dividends that have reached the end of Directors may appoint from one to five Deputy Chief Executive Pursuant to legal and regulatory requirements, the company the five-year limitation period must be paid back to the State. Officers. The age limit for serving as Chairman also applies to may at any time ask the responsible clearing organization positions as Deputy Chief Executive Officers. for the name, nationality and address of holders of bearer 2.1.14. Company management and supervisory bodies shares in the company entitling them immediately or at In relation to third parties, the Deputy Chief Executive Officers a later time to a vote in General Meetings, as well as the Executive management (Article 15 of the company have the same powers as the Chief Executive Officer. quantity of shares held by each one, and if necessary, any bylaws): restrictions to which the said shares may be subject. In line with the company’s internal organization, the powers Executive management is performed, under his responsibility, of the Chief Executive Officer and Deputy Chief Executive 2.1.13. Distribution of profits (Article 29 of the either by the Chairman of the Board of Directors or by Officers may be limited by the Board of Directors, although company bylaws) and payment of dividends (Art. 30) another individual selected from among the Board members such a limitation is unenforceable against third parties or externally, serving as the Chief Executive Officer. The amount needed to create the legal reserve under the Board of Directors (Article 14 of the company terms and conditions provided for by the law is withdrawn The Board of Directors chooses between the two conditions bylaws): from fiscal year profits less any prior year losses as relevant. for the performance of executive management. It may Distributable profit comprises profit for the fiscal year less modify its choice at any time. In each case, it notifies the The Company’s administration is handled by a Board of former years’ losses and any amounts placed in reserves shareholders and third parties in accordance with the Directors made up of a minimum of three and a maximum pursuant to law and company bylaws, plus retained earnings. regulations in force. of 18 members; however, this maximum number may be If the Chairman performs the functions of the Chief Executive increased to 24 in the event of a merger under the legal The General Meeting votes on the allocation of distributable Officer, the provisions of these bylaws relative to the Chief conditions in force. profits. It decides on the portions that will respectively be Executive Officer will apply to the Chairman. allocated to reserves, shareholders in the form of a dividend, If the capital held by employees of the company and affiliates and retained earnings. When executive management functions are not performed in connection with the company savings scheme represents by the Chairman of the Board of Directors, the Board more than 3% of the share capital, a Director is appointed For all or a portion of the dividend paid or advances on of Directors appoints a Chief Executive Officer, subject under the conditions set by French law and the regulations dividends, the General Meeting has the option of granting to the same age limit as that set for the Chairman. in force from among the employee shareholders or the each shareholder the choice between payment of the employees who are members of the Supervisory Board of the dividend or advances on the dividend in shares or cash under The Chief Executive Officer is invested with the broadest company mutual fund holding the shares. Such a Director is the terms and conditions provided for under French law. powers to act in the Company’s name under all circumstances, not taken into account when determining the minimum and within the limits of the corporate purpose and subject to the maximum numbers of Directors. Article L.27 of the French state domain code (Code du powers expressly granted under French law for Board of Except for cases when not required under French law, each Domaine de l’Etat) specifies that dividends relating to shares Directors and shareholder meetings. Director must own at least one share.

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Directors are appointed for a two-year term of office, and - Appointing and dismissing the Chairman, Chief Executive From among its members, the Board elects a Chairman, may be reappointed. However, the term of office of any Officer and Deputy Chief Executive Officers. and determines his compensation. individual member shall as of right be terminated, without any possibility for renewal, further to the ordinary general Decisions are subject to a majority of votes for members The Chairman of the Board of Directors organizes and shareholders’ meeting convened to approve the financial present or represented. In the event of a tie, the Chairman of oversees its work, which he reports on at the General statements for the past financial year held in the year during the session has a casting vote. Meeting. He ensures that the company’s various bodies which the member in question reaches the age of 75. operate effectively and more specifically ensures that the At each meeting, the Board may appoint a secretary, who Directors are able to perform their missions. The Board of Directors is convened by the Chairman on may be selected from outside of the Directors. his initiative and, if he is not responsible for executive The Board may appoint one or more vice-chairmen, management, as requested by the Chief Executive Officer, The Board of Directors determines the strategies for the exclusively with a view to chairing Board sessions and or, if the Board has not met for more than two months, as company’s business and oversees their implementation. General Meetings in the event of the Chairman’s absence. requested by at least one third of the Directors. Directors Subject to the powers expressly granted for shareholder may be convened by any means, indicating the agenda that meetings and in accordance with the corporate purpose, has been set by the author of the notice to attend. it reviews all matters concerning the company’s effective operations and rules on the affairs concerning it through its Meetings are held at the registered office or at any deliberations. other location indicated in the notice to attend. For It carries out the controls and verifications that it deems deliberations to be valid, at least half of the Board necessary. members must effectively be present. Under the bylaws, Directors participating in the Board meeting using Among its specific powers, it authorizes the agreements and videoconferencing or telecommunications facilities in commitments defined by French law and more specifically any accordance with the limits and conditions set under the commitments made to the Chairman, Chief Executive Officer legislation and regulations in force may be deemed to or Deputy Chief Executive Officers concerning compensation, be present for calculating the quorum and majority. Such allowances or benefits due or likely to be due when they end videoconferencing and telecommunications facilities may or change functions, or at any time thereafter. not be used when: - Drawing up the annual and consolidated financial statements; - Drawing up the company’s management report and, as relevant, the Group’s management report; - Selecting the conditions for the performance of executive management;

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2.2. General information on the share capital Covering any marketable securities entitling holders to the 2.2.2. Share capital at January 28th 2008 allocation of shares in the company within the framework 2.2.1. Changes in the share capital and rights of the regulations in force, Number of shares: 40,810,632 ordinary shares associated with shares Canceling any shares acquired as relevant, as authorized by Par value: 0.40 euro the General Shareholders’ Meeting held on April 27th, 2006. Amount of the share capital: 16,324,252.80 euros (fully Any changes in the share capital or the rights associated paid-up). with shares comprising the share capital are governed by the This authorization, granted to the Executive Board for a period legal provisions in force, with the company bylaws having no of 18 months by the General Shareholders’ Meeting held on specific provisions thereon. April 27th, 2006, was transfered to the Board of Directors for the period set initially by the General Shareholders’ Meeting Acquisition by the company of its own shares held on April 26th, 2007.

Pursuant to a resolution adopted at the Combined General The maximum purchase price is 80 euros per share (par value Meeting held on April 26th, 2007, the company may trade its of 0.4 euro). own shares on the market in accordance with the provisions of Article L.225-209 of the French Commercial Code up to a At March 5th, 2008, total purchases made under this program maximum of 2,036,597 shares (5% of the share capital), for stood at 4,916,737.10 euros for 120,171 shares, while the the purpose of: total number of shares sold amounted to 122,579 for a total Coordinating the secondary market or liquidity of the of 5,059,745.65 euros. APRIL GROUP share through an investment service provider based on a liquidity agreement in line with the AFEI The transactions were carried out within the range of compliance charter approved by the AMF, 35.55 euros for the minimum sales price and 46.75 for the Keeping the shares purchased and delivering them maximum purchase price. subsequently in exchange or as payment for external growth operations, it being understood that shares At March 5th, 2008, the company directly and indirectly held acquired in this respect may not exceed 5% of the share 161,976 APRIL GROUP shares (0.40% of the share capital). capital, These shares have a par value of 64,790.40 euros and a book Covering stock-option schemes and other forms of value of 6,719,682.83 euros. allocating shares to the Group’s employees and/or corporate offices, notably in connection with company profit-sharing systems, a company savings scheme or the free allocation of shares,

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2.2.3. Authorized and unissued share capital

The Company’s Board of Directors may increase the share capital under the following authorizations:

Residual amount on the Authorization end Previous years Increases carried out In Euros Date of the EGM (c) Authorized amount date the present table date increases over the year was set up

Authorization to increase the capital with April 27, 2006 June 26, 2008 10,000,000 (a) N/A - 10,000,000 (a) preferentialsubscription rights maintained

Authorization to increase the capital with April 27, 2006 June 26, 2008 10,000,000 (a) N/A - 10,000,000 (a) preferential subscription rights waived

Authorization to increase the capital with preferential subscription rights waived in April 27, 2006 June 26, 2008 500,000 N/A - 500,000 favor of members of a company savings scheme

Authorization to increase the capital in April 27, 2006 June 26, 2008 10 % of the share capital N/A - 10% of the share capital payment for securities acquisition

Authorization to issue warrants April 27, 2006 June 26, 2009 5 % of the share capital N/A (b) 259,000

Authorization to grant free shares to be April 27, 2006 June 26, 2009 5 % of the share capital N/A N/A 5% of the share capita issued

(a) Joint cap. (b) The authorization given to the Executive Board and then to the Board of Directors was used with three schemes issued in 2007. No options issued under these schemes were exercised in 2007. The maximum capital increase associated with these three schemes represents 103,600 euros. (c) The General Meeting that decided on August 28th, 2007 to change the company’s management structure with the adoption of the Board of Directors formula provided for the possibility for these delegations, which were initially granted to the Executive Board by the General meeting on April 27th, 2006, to be used by the Board of Directors.

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2.2.4. Financial instruments not representing the 2.2.5. Other securities with an equity component 2.2.6. Table summarizing changes in the capital share capital There are no securities giving access, immediately or The holding company was set up in 1990. Nevertheless, the N/A. subsequently, to the company’s share capital. business has been developed since 1988.

Cumulative Nominal Subsequent Share par Date Type of transaction Issue premium number of amount amount of share value shares

Feb 22, 90 Incorporation FRF250,000 FRF250,000 FRF100 2,500

Jun 03, 93 Increase by incorporation of reserves FRF750,000 FRF1,000,000 FRF100 10,000

Dec 18, 95 Increase by incorporation of reserves and division of par value FRF9,000,000 FRF10,000,000 FRF10 1,000,000

Increase (by increasing par value from the incorporation of paid-in capital and a portion of Sep 11, 97 FRF90,000,000 FRF100,000,000 FRF25 4,000,000 reserves, followed by a division of par value)

Mar 31, 00 Increase by capital contribution FRF452,925 FRF24,868,675 FRF100,452,925 FRF25 4,018,117

Mar 31, 00 Conversion of share capital into euros €758,518.3 €16,072,468 €4 4,018,117

Apr 26, 01 10-for 1 stock split €0 €0 €16,072,468 €0.4 40,181 170

Executive Board report on the capital increase on December 31st, 2003 linked to the Feb 19, 04 €14,080 €0 €16,086,548 €0.4 40,216,370 exercising of stock options

Executive Board report on the capital increase on December 31st, 2004 linked to the Jan 10, 05 €87,737.20 €0 €16,174,285.20 €0.4 40,435,713 exercising of stock options

Executive Board report on the capital increase on December 31st, 2005 linked to the Jan 27, 06 €62,508.00 €0 €16,236,793.20 €0.4 40,591,983 exercising of stock options

Executive Board report on the capital increase on December 31st, 2006 linked to the Jan 22, 07 €55,986.00 €0 €16,292,779.20 €0.4 40,731,948 exercising of stock options

Board of Directors’ report on the capital increase on December 31st, 2007 linked to the Feb 28, 08 €31,473.60 €0 €16,324,252.80 €0.4 40,810,632 exercising of stock-options

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2.3. Breakdown of share capital and voting rights at year-end for the last five fiscal years

Numbers of shares % of capital % of voting rights

2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007

Bruno ROUSSET 13,516,907 13,516,897 10 10 10 33.61 33.43 0.00 0.00 0.00 48.83 48.57 0.00 0.00 0.00

Evolem 11,789,657 11,776,657 25,168,544 25,168,544 25,168,544 29.32 29.12 62.00 61.79 61.67 21.30 21.23 67.67 67.71 68.58

Total Bruno ROUSSET 25,306,564 25,293,554 25,168,554 25,168,554 25,168,554 62.93 62.55 62.00 61.79 61.67 70.15 69.80 67.67 67.71 68.58 (direct/indirect)

Xavier COQUARD 824,396 749,396 420,016 420,016 113,323 2.05 1.85 1.03 1.03 0.28 2.98 2.70 1.63 1.63 0.43

Employees and other 239,754 180,444 110,888 111,290 110,101 0.60 0.45 0.27 0.27 0.27 0.43 0.46 0.33 0.31 0.32 registered shareholders Générali Vie (formerly 400,000 400,000 400,000 400,000 400,000 0.99 0.99 0.99 0.98 0.98 1.45 1.44 1.55 1.55 1.53 Fédération Continentale)

Hannover Re 400,000 400,000 400,000 400,000 400,000 0.99 0.99 0.99 0.98 0.98 1.45 1.44 1.55 1.55 1.53

Treasury shares 13,084 11,120 12,090 171,575 155,067 0.03 0.03 0.03 0.42 0.38 0.00 0.00 0.00 0.00 0.00

Public (*) 13,032,572 13,401,199 14,080,435 14,060,513 14,463,587 32.41 33.14 34.69 34.52 35.44 23.54 24.16 27.27 27.25 27.61

Total 40,216,370 40,435,713 40,591,983 40,731,948 40,810,632 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

(*) The number of shareholders was identified through a TPI survey (Titres au Porteurs Identifiables) conducted by EUROCLEAR for APRIL GROUP. 2002: approximately 6,500 shareholders 2004: approximately 6,400 shareholders 2006: approximately 6,947 shareholders 2003: approximately 7,000 shareholders 2005: approximately 6,900 shareholders 2007:approximately 10,310 shareholders

To the best of the Company’s knowledge, since 2006, FMR Corp. and Fidelity Investment International, on behalf of mutual funds managed by their subsidiaries, have owned more than 5% of the share capital and voting rights. To the best of the company’s knowledge, there are no shareholder agreements in force relating to the company’s shares.

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2.4. Market for company financial instruments Share price trends – April 2007 to March 2008 Month's high

Month's low

The APRIL GROUP share is listed on the Paris stock exchange Monthly average

(Compartment A) and has been included in the SBF 120 index 50 since November 2003.

45

Volume in thousand of shares Monthly volum 40 4,000

3,000 35 2,000

1,000

0 30 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr 07 May 07 Jun 07 Jul 07 Aug 07 Sep 07 Oct 07 Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 07 07 07 07 07 07 07 07 07 07 07 07 08 08 08

2.5. Dividends

Since it was listed, APRIL GROUP has chosen to pay its shareholders a dividend representing around 25% of its net income.

Dividend payment over the last nine years:

The 2006 dividend payment presented in this table was pro- 2007 2006 2005 2004 2003 2002 2001 2000 1999 posed by the Board of Directors on February 28th, 2008. It Net dividend 0.44* 0.40* 0.33* 0.22* 0.15 0.48 0.16 0.122 0.095 will be submitted for approval at the General Meeting on April 27th, 2008. Tax credit - - - - 0.075 0.24 0.08 0.061 0.0475

Gross income 0.44 0.40 0.33 0.22 0.225 0.72 0.24 0.183 0.1425 (*) This income is eligible for the 40% rebate set out under Article 158-3-2 of the general French tax code.

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3.0 I

3.0 Information on the company’s activities

3.1. Presentation of the company and the Group

3.1.1. Key dates

DATES Events 1988/2007 DATES Events 1988/2007

Creation of APRIL (complementary health, death, 1988 accident) Acquisition of CETIM Creation of AXERGY 1998 Launch of INTRAPRIL (extranet) Launch of a small and medium-size company APRIL joins the SBF 250 1990 group insurance business

1992 Launch of savings products Creation of ATELINA 1999 Acquisition of GMP Gestion Acquisition of AIPS First sales force in the field 1993 Implementation of NOEMIE for immediate reimbursement of health expenses

Creation of APRIL GROUP (Holding company) Creation of third-party management business, Creation of APRIL Spa 1996 which became Aglaé in 1998 Creation of APRIL Hispania Services Creation of AVANDIA Creation of ASSURANCIEL 24-hour management 2000 Creation of BE SERVICES Customer Satisfaction Prize Acquisition of IPM ISO 9001 certification Acquisition of TMS/ABI 1997 IPO (Paris Second Market) on October 23rd Acquisition of CONTACT ASSISTANCE Acquisition of AXERIA (formerly CPA Vie) Acquisition of CITM Creation of april.fr web site Launch of Travelexpat.com portal

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DATES Events 1988/2007 DATES Events 1988/2007 DATES Events 1988/2007

Acquisition of IMPACT ASSURANCES Acquisition of L&E AFFLUANCE becomes a subsidiary Acquisition of the remaining share in SFG 2001 Acquisition of AMT Assurances Cristal Prize for Financial Transparency Acquisition of CGCA and GI2A New organization based around the Group’s Creation of APRIL CONSEILS Acquisition of ASSURANCE JURIDIQUE insurance companies and four business 12-hour management at APRIL Assurances Acquisition of FRANCE PLAISANCE ASSURANCE Creation of ASSURTIS based on a joint venture divisions: individual personal protection, with MEDIATIS corporate (consolidation of group insurance and Termination of activities of BE SERVICES and Acquisition of the remaining shares in property and casualty), individual property and ATELINA RESOLUTION casualty, and life and savings. Creation of ARRIMANCE (merger of GMP Gestion Acquisition of the remaining shares in FG&A Creation of APRIL Marketing Solutions and CETIM) Acquisition of COGEALP Creation of APRIL Cover 2002 Acquisition of SFG (SOCIETE FRANÇAISE DE Acquisition of FEBS AG Creation of APRIL North America and acquisition 2005 GARANTIE) Creation of AS CONSEILS & AUDIT of two brokers in Quebec: ESCAPADE Assurances Acquisition of EUROPASSUR Acquisition of SASCO and Dave Rochon Assurances Inc. Creation of RESOLUTION in partnership with the Acquisition of SEPCOFI and EAC APRIL GROUP acquires 38.2% of ASSURDOM MONCEAU Group Creation of HABITANCE based on a joint venture Gestion’s share capital New Corporate Governance scheme, with a with the Guy HOCQUET network 2007 Disposal of CITM and APRIL HISPANIA SERVICES Creation of APRIL GERMANY Board of Directors chaired by Bruno Rousset, and activities wound up Acquisition of the remaining shares in FORUM who is also CEO Acquisition of FG&A ASSURANCES Creation of APRIL Corporate Broking Award for best annual report for companies FLANDIN FINANCES becomes APRIL Courtage Creation of APRIL Santé outside the SBF 120 Creation of Solidaris 2003 Creation of MERLE ASSURANCES and VIVIER Bruno ROUSSET: Grand Prize for Entrepreneurs ASSURANCES APRIL GROUP acquires the majority of Assinco’s APRIL included in the SBF 120 share capital Adoption of an administration structure with an Creation of APRIL Mediterranean Limited and Executive Board and Supervisory Board Axeria Re Limited Acquisition of HAUSSMANN CONSEILS Creation of Axeria Courtage Creation of APRIL Réunion Acquisition of the remaining shares in Assurance Merger of CIARE, AVS and DOUDET- CHARLET Juridique Creation of APRIL CEE Development Creation of Acquisition of Dierrevi SpA in Italy APRIL Assurances Entreprises Creation of APRIL Acquisition of COUCHON Assurances Acquisition of AVS Solutions Entreprises Acquisition of RHODIA Assurances, renamed Acquisition of DOUDET CHARLET AXERIA IARD Acquisition of Moral Caraïbes Acquisition of FORUM and CIARE Creation of APRIL Iberia, VILLETTE ASSURANCES, Merger of AGLAE and APRIL Solutions 2006 2004 APRIL Cover, APRIL Service, APRIL Direct, APRIL Acquisition of CARDIF’s interest in AXERIA Réseau, APRIL International, APRIL Projet, APRIL PREVOYANCE Partenariats, ISR Courtage, Axeria Vie, APRIL Creation of AXERIA INSURANCE COMPANY Ltd, Yacht Broker di Assicurazioni, Solucia Protection Merger of APRIL ServiceS and FLANDIN FINANCES Juridique. Disposal of equity holdings in APIC Acquisition of the remaining shares in EUROPASSUR

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3.1.2. Principal activities of APRIL GROUP personal protection, property and casualty for businesses: - ASSURDOM Gestion ; - APRIL Cover ; - APRIL Immobilier (formerly Résolution) ; ORGANIZATION AND BUSINESSES - CIARE ; - Moral Caraïbes ; - Dierrevi Spa (Italy) ; - AMC ; APRIL GROUP’s activities are split into four business divisions - Europassur ; - Mutassur. (Individual Personal Protection, Corporate, created through - SASCO ; the consolidation of the group insurance and corporate - APRIL Corporate Broking ; APRIL GROUP VIE ET ÉPARGNE property and casualty activities, Retail Property and Casualty, - Assinco ; (APRIL GROUP Life and Savings) Life and Savings) and four insurance companies (Axeria IARD, - APRIL Assurances Entreprises ; Under this brand, this division groups together the companies Axeria Prévoyance, Axeria Vie and Solucia Protection Juridique) - Cogealp ; designing, managing and distributing savings policies for - Haussmann Conseils ; individual clients: The APRIL GROUP Holding company oversees four - SEPCOFI ; - Axeria Vie ; divisions: - APRIL Solutions Entreprises. - APRIL Patrimoine ; - ISR Courtage. APRIL GROUP PRÉVOYANCE INDIVIDUELLE APRIL GROUP DOMMAGES PARTICULIERS (APRIL GROUP Individual Personal Protection) (APRIL GROUP Retail Property and Casuality) APRIL GROUP Holding also oversees the following Under this brand, this division groups together all the Under this brand, this division groups together all the companies: companies designing, managing and distributing individual companies designing, managing and distributing property personal protection policies: and casualty policies for individual clients: - Axeria Prévoyance is a mixed insurance company - APRIL Assurances ; - APRIL Yacht Broker di Assicurazioni (Italy); specializing in personal insurance. Whatever the field - APRIL Mobilité ; - Habitance ; concerned, it is a specialist in the design of made-to- - APRIL Iberia (Spain) ; - L&E (United Kingdom) ; measure product ranges (health, personal protection, loan - APRIL Italia (Italy) ; - APRIL Solutions ; insurance) and risk management, - APRIL Financial Services AG (Germany) ; - Easyssur ; - Axeria Iard (formerly Rhodia Assurances) is an insurance - APRIL Santé ; - AMT Assurances ; company specializing in property and casualty insurance, - APRIL Marketing Solutions ; - SFG ; - Solucia Protection Juridique is an insurance company - Solidaris ; - FGA ; specializing in legal protection; - APRIL Réunion ; - CGCA ; - APRIL CEE Development develops and distributes insurance - TMS CONTACT. - GI2A ; products for countries in Central and Eastern Europe; - FRANCE PLAISANCE ASSURANCE ; - APRIL North America is a holding structure overseeing two APRIL GROUP CORPORATE - Assurtis ; Canadian brokers. Under this brand, this division groups together all of the - APRIL Premium (formerly APRIL Iard) ; companies providing corporate services: group health and - Mutant Assurances ;

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The Group also has a number of transversal economic APRIL GROUP is an insurance solutions architect, designing This is where APRIL GROUP’s model continues to be original interest groups: products with risk to be covered by third-party insurers. on the insurance market, without any comparable rivals. These policies will be distributed to the end client (individual Group companies are subject to changes in social and tax - GIE APRIL Technologies is an IT service provider specializing or group) by independent distribution channels. regulations in the sector for insurance and savings products. in dedicated IT systems for insurance; As an architect of insurance services, APRIL GROUP designs - GIE La Maison Commune; and implements solutions for its partner distributors - GIE APRIL Courtage; combining clear insurance offerings, rapid management - GIE MicroReso; and high-quality relations with policyholder clients, enabling - GIE APRIL Services; distributors to stand out from the competition and build - GIE Axeria Courtage; client loyalty.

3.1.3 Consolidated financial highlights

2004 2004 2005 2006 2007 In thousand euros CRC IFRS IFRS IFRS IFRS Revenues 339,030 335,175 445,214 520,400 604,183 EBIT 51,863 60,507 83,559 96,913 104,441 % of revenues 15.30% 18.05% 18.77% 18.62% 17.29% Pre-tax income before exceptional items 60,646 58,458* 80,553* 96,717* 104,505* % of revenues 17.89% 17.44% 18.09% 18.59% 17.30% Consolidated net income (group share) before amortization of goodwill 37,543 N/A N/A N/A N/A % of revenues 11.07% Consolidated net income (group share) after amortization of goodwill 34,166 35,726 53,836 65,074 72,111 % of revenues 10.08% 10.66% 12.09% 12.50% 11.94% Cash-flow 60,026 60,108 67,630 86,518 114,171 % of revenues 17.71% 17.93% 15.19% 16.63% 18.90% Shareholders’ equity (group share) 136,663 142,210 195,743 242,073 294,392 NET CASH ASSETS 125,680 125,488 139,773 161,225 167,392

* Of which, change in goodwill on acquisitions: -1,646 thousand euros in 2004, -2,641 thousand euros in 2005, -52 thousand euros in 2006 and 26 thousand euros in 2007.

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3.1.4. Breakdown of revenues at December 31st, 2007

In thousand euros Savings Health and personal protection Property and casulaty Others Inter-company write-offs Total REVENUES 16,936 394,139 218,292 -25,184 604,183 Of which France 16,936 379,565 201,871 -25,184 573,188 Outside of France 14,574 16,421 30,995 Income from ordinary operations 20,322 414,757 227,521 7,462 -32,180 637,882 Operating income -565 92,984 19,621 -7,395 104,645 Of which France -565 92,595 17,344 -7,334 102,040 Outside of France 389 2,277 -61 2,605 NET INCOME -978 56,194 14,886 2,009 72,111

In thousand euros Savings Health and personal protection Property and casulaty Others Inter-company write-offs Total Premiums 5,054 138,341 95,437 -23,269 215,563 Commissions 11,882 250,440 102,672 -363 364,631 Services 5,358 20,183 -1,553 23,989 REVENUES 16,936 394,139 218,292 -25,184 604,183

3.1.5. Real estate 3.3. Company workforce Average age: 35 years old N/A Seniority in a Group company: 5 years Change in total workforce 2002-2007: Status: 3.1.6. Maning activites - Executives, managers, managers equivalents: 35 % N/A 2002 2003 2004 2005 2006 2007 - Non-management: 65 % 963 914 1,103 1,814 1,959 2,446 In 2007, APRIL GROUP further strengthened its management 3.1.7. Exceptional events rate (31% in 2006), although this rate is still lower than for N/A 2007 HR data: the industry in general. This is primarily due to the Group’s organization and relatively flat structure. Breakdown by gender: Breakdown by activity: 3.2. Dependences in respect of patents and - 69% women - Health and personal protection: 42% licenses - 31% men - Property and casualty insurance: 52% Breakdown by age group: - Savings: 2% N/A - 20/30 years old : 30% - Other: 4% - 31/40 years old : 42% - Over 40 years old : 28%

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Breakdown by region: At the same time, external growth represents a key part of - Rhône-Alpes: 57% the Group’s strategy and the implementation of its medium- - Ile de France: 13% term plan, targeting: - Other regions: 15% The diversification of the portfolio of activities, - DOM (overseas departments): 10% The expansion of the value chain, - International: 5% The entrance on to new forms of distribution, The acquisition of complementary expertise, The development of the geographical scope, both in France 3.4. Investment policy and internationally.

APRIL GROUP’s development is driven by both organic and external growth.

The Group’s human capital lies at the heart of its organic growth. In this way, a dynamic investment policy is being rolled out on the men and women making up its teams, with: their professional and personal development through training, participation in cross-business projects and APRIL University, the recruitment drive seen in 2007 aiming to strengthen key functions and enrich the range of personalities and expertise available, moves to associate staff with the creation of value through profit-sharing agreements.

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100% GIE APRIL COURTAGE GIE LA MAISON COMMUNE APRIL GROUP APRIL Mediterranean Ltd

100% 100% 100% 69,9% 100% Axeria Re Ltd APRIL Alpha 100% GIE APRIL Prestations APRIL GROUP GIE CHÂTEAUDUN APRIL GROUP VIE EPARGNE APRIL North America 100% Axeria Prévoyance DOMMAGES PARTICULIERS APRIL Delta 100% APRIL GROUP 100% GIE MULTISERVICES APRIL CEE Developpement PREVOYANCE IND. 75% 100% 100% 100% (Hungary) AMT Assurances Axeria Vie Dave Rochon APRIL Gamma APRIL GROUP CORPORATE 100% 100% 100% 100% 100% 100% Axeria IARD APRIL Immobilier APRIL Patrimoine 100% Dave Rochon APRIL APRIL Assurances Insurance 100% Kappa 100% 95.1% Service Inc. 100% 100% APRIL Corporate Broking ISR Courtage Axeria Courtage APRIL ITALIA APRIL Premium 100% APRIL Omega 70% 70% 100% D&L 100% 100% APRIL Assurances APRIL Yaght Broker APRIL Cover Underwriting Axeria Insurance Company Entreprises di Assicurazioni Managers Ltd. 100% 100% APRIL Sigma 100% 99% 38.2% APRIL Solutions 60% APRIL Entreprises SOLUCIA PJ ASSURDOM gestion Escapade Technologies 64% 100% CIARE (*) Forum 100% 100% Mutassur Finances APRIL Conseils Assurances 49% AS Conseil 84% 55% et Audit APRIL Financial Services ASSURTIS 66% 100% 90.7% COGEALP APRIL Germany CGCA (*) 80% 70% 100% DIERREVI APRIL IBERIA Microreso (GIE) 100% 82.7% Europassur (*) The remaining capital of those companies is held APRIL MOBILITE (*) 76.6% by Axeria Iard and Axeria Prévoyance GI2A (*) 50% 100% Aris AHM 100% 100% APRIL GROUP PRÉVOYANCE INDIVIDUELLE Division Easyssur 80% 100% (APRIL GROUP Individual Personal Protection) Groupe ASSINCO LETIS (UK) APRIL Réunion 100% FG&A 80% 100% APRIL GROUP DOMMAGES PARTICULIERS Division HAUSSMAN Conseils LE Italie (APRIL GROUP Retail Property and Casualty) 97.38% 75% APRIL SANTE France Plaisance 63.7% 100% APRIL GROUP CORPORATE Division Assurance SASCO (*) LE Spain 80% 50% SOLIDARIS 63.8% 100% APRIL GROUP VIE ÉPARGNE Division (APRIL GROUP Life and Savings) Habitance SEPCOFI (*) LETIP France 99.86% TMS Contact 100% 100% 100% L&E Title group APRIL Marketing Solutions LE Jersey Insurance company 59.4% 100% 100% 100% Moral Caraïvbes Mutant Assurances APRIL Solutions CSF Company based on the North American Continent

100 % 100% 100% AMC SFG ARPI (SCI) Company located outside of France 21 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 3.0 Information on the company’s activities

3.4.1.Description of main investments APRIL North America Solidaris APRIL GROUP, through its specially created subsidiary APRIL Since 2007, Solidaris, previously APRIL Partenariats, has 3.4.1.1. In 2007 NORTH AMERICA, acquired the Canadian brokerage firms Dave been developing non-discriminating insurance solutions and Rochon Assurances Inc., on June 8th, 2007, and ESCAPADE services for legal protection, supplementary health and loan AMT Assurances Assurances Voyages, on June 11th, 2007. ESCAPADE insurance for the homosexual community. APRIL GROUP DOMMAGES PARTICULIERS (Retail Property Assurances Voyages, based in Sainte Croix, is specialized in and Casualty) acquired a 75% stake in AMT Assurances, a travel insurance products for retail customers. Dave Rochon APRIL Réunion wholesale broker specialized in designing, managing and Assurances Inc., based in Montreal, is a wholesale broker APRIL Réunion, previously APRIL Distribution, began trading distributing motorcycle insurance policies. specialized in heightened risks on retail and corporate in 2007 on Reunion. The company is focused primarily on property and casualty insurance. individual personal protection and health. Axeria Vie AXERIA Vie (Life and Savings) was accredited by the French ASSURDOM Gestion APRIL CEE Development Insurance regulator (Comité des Entreprises d’Assurance) APRIL GROUP PRÉVOYANCE INDIVIDUELLE (Individual Personal In 2007, APRIL GROUP created APRIL CEE Development, a on January 17th, 2007. This company, fully-owned by Protection) acquired a 38.2% stake in the Reunion-based Budapest-based brokerage company, in order to develop its APRIL GROUP VIE ÉPARGNE, accompanies APRIL GROUP’s ASSURDOM Gestion on June 22nd, 2007. ASSURDOM Gestion business in Hungary. development of its life insurance activities. is a wholesale broker specializing in property and casualty risks, primarily for retail customers APRIL Mediterranean Ltd and Axeria Re Ltd ISR Courtage Through its subsidiary APRIL Mediterranean Ltd (regional ISR Courtage, a dedicated brokerage structure for distributing Assinco holding company), APRIL GROUP created Axeria Re Ltd on socially responsible investments online, began trading in 2007. APRIL GROUP CORPORATE acquired an 80% stake in Assinco on December 28th, 2007. Axeria Re Ltd is a reinsurance company November 7th, 2007. Assinco is an insurance brokerage firm, based in Malta. Febs (now APRIL Financial Services AG) operating directly or through its 16 subsidiaries, on personal APRIL GROUP PRÉVOYANCE INDIVIDUELLE (Individual Personal insurance, property and casualty insurance for goods and APRIL Santé Protection) bought out the 10% stake held by minority credit insurance, for businesses and individuals on mainland In 2007, APRIL GROUP launched the business for APRIL Santé, shareholders in APRIL Financial Services AG on February France and in French overseas departments and territories. with a network of points of sale and spaces for advice on 19th, 2007, taking its interest in this company’s capital up family health insurance. to 84%. APRIL Cover APRIL Cover, set up in 2006, began trading in 2007. This APRIL Corporate Broking APRIL Germany company provides small and medium-sized businesses with Previously APRIL International, it launched its activity to APRIL GROUP PRÉVOYANCE INDIVIDUELLE (Individual Personal access to the entire range of tools required for managing design, integrate and manage P&C insurance solutions Protection) bought out the 20% stake held by minority their customer positions in order to prevent and manage for businesses, offered through a network of brokers and shareholders in APRIL Germany on May 16th, 2007, taking its non-payment risks: prevention, compensation, collection insurance agents. interest in this company’s capital up to 100%. management, optimization of financing.

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3.4.1.2. In 2006 Moral Caraïbes Assurance Juridique (now Mutant Assurances) On July 20th, 2006, APRIL COURTAGE (now APRIL GROUP In March 2005, APRIL GROUP acquired a 75% stake in the Assurance Juridique (now Mutant Assurances) PRÉVOYANCE INDIVIDUELLE) acquired a 59.4% stake in Moral capital of Assurance Juridique and its 13 subsidiaries. This On February 16th, 2006, APRIL GROUP acquired a further 25% Caraïbes, a wholesale broker specializing in the design, insurance company designs, manages and markets legal stake in Assurance Juridique, giving it full ownership of this management and distribution of individual property and protection and property and casualty insurance products. company. casualty insurance policies. This company owns 100% of AMC. FRANCE PLAISANCE ASSURANCE Dierrevi SPA On April 22nd, 2005, APRIL DÉVELOPPEMENT (now APRIL On May 11th, 2006, APRIL DÉVELOPPEMENT (now APRIL Solucia Protection Juridique GROUP DOMMAGES PARTICULIERS) acquired a 75% interest GROUP DOMMAGES PARTICULIERS) acquired an 80% stake in Solucia Protection Juridique was accredited by the French in FRANCE PLAISANCE ASSURANCE. This brokerage company Dierrevi SPA, a brokerage company specializing in the design Insurance regulator (Comité des Entreprises d’Assurance) specializes in designing and managing comprehensive and marketing of vehicle fleet insurance policies in Italy. on October 20th, 2006. This company designs and manages insurance policies for pleasure cruisers. legal protection policies. APRIL Iberia Assurtis APRIL Iberia, set up on May 31st, 2006, launched its business Europassur APRIL DEVELOPPEMENT (now APRIL GROUP DOMMAGES to design, manage and provide sales support for insurance On November 30th, 2006, APRIL CORPORATE (now APRIL PARTICULIERS) and LASER, through its subsidiary MEDIATIS, programs for independent advisers and insurers in Spain at GROUP CORPORATE) acquired a further 25% stake in specialized in direct credit sales, joined forces to create the end of December 2006. Europassur, giving it full ownership of this company. Assurtis on June 1st, 2005. This company is 55%-owned by APRIL GROUP DOMMAGES PARTICULIERS and 45% DOUDET CHARLET 3.4.1.3. In 2005 by MEDIATIS. Through a network of franchised outlets, On June 27th, 2006, APRIL DEVELOPPEMENT (now APRIL Assurtis distributes consumer credit products (renewable GROUP DOMMAGES PARTICULIERS) acquired a 100% stake in SFG and redeemable personal loans, debt consolidation) and DOUDET CHARLET, a brokerage company operating primarily SFG’s remaining capital was acquired on January 1st, 2005. insurance policies (automobile, household, health, etc.). on industrial risks (property and casualty and civil liability). CGCA/GI2A Résolution AVS On January 7th, 2005, APRIL Assurances acquired 100% of Résolution’s remaining capital was acquired between June On July 3rd, 2006, APRIL CORPORATE (now APRIL GROUP the capital of CGCA and GI2A, two companies specialized in 30th, 2005 and December 15th, 2005. Résolution became CORPORATE) acquired a 100% stake in AVS, a brokerage the design and management of niche products for personal APRIL Immobilier in 2007. company operating primarily on industrial risks (property and property and casualty insurance. CGCA also has a 100% interest casualty and civil liability). in ACI. ACI, CGCA and GI2A together own 100% of GIE AGIR. FG&A FG&A’s remaining capital was acquired on June 30th, 2005.

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Cogealp APRIL Germany Axeria Iard On July 1st, 2005, APRIL GROUP acquired a 66% interest On December 12th, 2005, APRIL COURTAGE (now APRIL APRIL GROUP acquired 100% of RHODIA ASSURANCES on in Cogealp, a brokerage specializing in the design and GROUP PRÉVOYANCE INDIVIDUELLE) and GO LIFE created July 8th, 2004. This insurance company, which was renamed management of group health and personal protection APRIL Germany. 80%-owned by APRIL COURTAGE and 20% by Axeria Iard, focuses primarily on property and casualty and insurance policies for businesses, trading under the ALP GO LIFE, this company aims to develop a business designing, other risks: automobile (private vehicles, long-term rentals brand. managing and providing sales assistance for insurance and fleets), comprehensive home and contents (individuals programs through a network of independent insurers and and buildings) and professional risks. Febs (now APRIL Financial Services AG) advisers in Germany. On July 6th, 2005, APRIL Assurances acquired 74% of Febs Axeria Prévoyance AG’s capital. This company, based in Munich (Germany), FORUM Assurances On December 31st, 2004, APRIL GROUP acquired the CARDIF specializes in the design and management of insurance FORUM Assurances’ remaining capital was acquired on group’s 35% stake in Axeria Prévoyance. APRIL GROUP now policies for consumer credits, notably car loans December 15th, 2005. owns 100% of the company’s capital.

SASCO 3.4.1.4. In 2004 3.4.1.5. In 2003 On September 7th, 2005, APRIL DÉVELOPPEMENT (now APRIL GROUP DOMMAGES PARTICULIERS) acquired 100% of CIARE SA CITM the capital of SASCO. This brokerage firm is specialized in the APRIL DEVELOPPEMENT (now APRIL GROUP DOMMAGES APRIL GROUP sold off its entire stake in CITM on March 5th, 2003. design and management of insurance policies for small and PARTICULIERS) acquired 100% of COURTAGE INDUSTRIEL medium-sized businesses, notably on property and casualty D’ASSURANCES ET DE REASSURANCES EUROPEENNE – CIARE FG&A insurance. SA and its wholly-owned subsidiary CIARE INVESTISSEMENT APRIL GROUP acquired 60% of Finance Groupements & on April 1st, 2004. Assurances (FG&A) on April 1st 2003. This company is SEPCOFI / EAC This company is specialized in corporate property and specialized in the design and distribution of corporate risk On September 26th, 2006, APRIL SOLUTIONS acquired a casualty insurance, designing and managing tailor-made and civil liability insurance programs. 100% interest in the brokerage firms SEPCOFI and EAC, based offerings for industrial and construction risks. It is based in respectively in Lyons and Paris. These companies specialize Lyons and Saint-Etienne. CSF (Cabinet Serge Fisnot) in providing advisory services and designing group social APRIL GROUP, through SOCIETE FRANÇAISE DE GARANTIE, protection and insurance programs for staff in businesses FORUM Assurances acquired an 80% stake in CABINET SERGE FISNOT on July 1st, APRIL DEVELOPPEMENT (now APRIL GROUP DOMMAGES 2003. Habitance PARTICULIERS) acquired a 90% interest in FORUM Assurances On October 5th, 2005, APRIL Assurances and GUY HOCQUET on April 1st, 2004. This brokerage company specializes in (independent estate agent group) set up Habitance, a 50-50 niche P&C insurance markets for small and medium-sized jointly owned brokerage firm specializing in providing insurance businesses, top-end vehicles and comprehensive cover for solutions for estate agents from the GUY HOCQUET network. buildings and offices. It is based in Lyons.

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Haussmann Conseils 3.6. Issuer risk: risk management at APRIL At the same time, the Group internal audit manager ensures APRIL GROUP completed the acquisition of 80% of GROUP the coherency and efficiency of internal control within Group Haussmann Conseils on October 1st, 2003. This company companies. He coordinates and controls the activities of all designs group programs for personal health and personal 3.6.1. Identification of risk factors the Group’s internal audit players. protection insurance. The Risk Manager is responsible for the overall management An annual audit plan is drawn up, factoring in exposure to COUCHON Assurances of risks within the Group. Within this framework, the risk risks in the various Group companies. This plan concerns all APRIL GROUP acquired 100% of COUCHON Assurances on manager has been tasked to identify the main risk factors the companies in the Group. December 23rd, 2003. This company specializes in the design defined in the APRIL GROUP risk repository: financial risks, and management of P&C insurance policies for individuals. risks relating to businesses and insurance operations, The plan for Year N is validated at the end of Year N-1 by operational risks, accounting risks, strategic risks and legal the Group Committee. It is formally reviewed and presented FORUM FINANCES non-compliance risks. to the Sustainable Development Committee twice a year for APRIL GROUP acquired 100% of FORUM FINANCE on He is also responsible for identifying new risks based on the follow-up. It may also be updated as and when necessary October 1st, 2003. Until this point, the Group had owned a information available or exchanges with risk or insurance according to the priorities identified over the course of the 59.58% interest in FORUM FINANCES. professionals, and members of the Sustainable Development year. Several types of mission are carried out: cross-business Committee. and optimization missions, specific audit and control missions, 3.4.2. Investments underway Lastly, he works with the findings and recommendations set follow-up missions for companies recently incorporated into out by the internal audit manager in connection with their the Group, and follow-up missions on previous audits. These The Company is constantly looking into opportunities for audit assignments and the assignments carried out by other missions are performed based on a set of standards that all investments. players, including financial controllers, business division Group company managers are familiar with: the internal audit auditors, Statutory Auditors, etc. charter. 3.4.3. Future investments The risk manager informs and advises the Group Committee, and reports on this mission to the Sustainable Development A written report is drafted along with a synopsis of the The Company is constantly looking into opportunities for Committee. recommendations issued further to all such missions. investments. Recommendations are classified into 3 categories: high risk, Each type of risk is subject to an in-depth review, with a risk moderate risk, low risk. For each recommendation, a deadline map and action plan drawn up for each company, aimed at is set and a manager appointed. 3.5. Management report eliminating, transferring or reducing the residual risk. The company’s managers are responsible for implementing the The application of recommendations is monitored through See the Executive Board’s management report on page 50 action plan defined in connection with the audits or mapping follow-up missions during which progress made against the and following processes, formally reporting at least once a year during planned deadlines and recommendations is checked. June’s Strategic Committee meeting

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In 2007, 12 internal audit missions were carried out in 8 representing 1,524 thousand euros, 10,703 thousand euros Group companies, notably covering the following issues: in various bank borrowings, 2,294 thousand euros in credit intellectual protection within the Group, review of insurance current accounts and 15,118 thousand euros in financial policies, application of the French law on intermediation, pre- liabilities resulting from commitments to buy out minority closing process, compensation and IT risks. In addition, two interests. integration follow-up audits were carried out on companies that joined the Group in 2005. The Group’s cash-flow, excluding current bank borrowings, is invested in full in short-term financial investments (96,568 All of this work aims to consolidate the internal control thousand euros at December 31st, 2007) through a dedicated process within Group companies. “monetary equivalent” UCITS (APRIL Trésorerie).

3.6.2. Market risk (interest rate, foreign exchange, Insurance companies equity, credit) One of the basic functions of the insurance business involves investing premiums received from clients with a view to 3.6.2.1. Link between the business and the risks settling any future claims. identified Asset management, i.e. the choice of asset class and securities, is therefore a crucial element of Insurance APRIL GROUP’s business is based around two key areas with companies business. In order to improve performance levels, significantly different approaches to market risks: brokerage, the financial management of the Group’s insurance portfolios which does not expose the Group to market risks, and is delegated to a qualified external service provider. insurance companies, for which market risk management represents one of their core businesses. The management of assets and liabilities makes it possible to maximize the match between the rate of future payments Brokerage and the investment of these premiums in various categories Through its activity and financial model, where cash-flow of assets. generates a negative working capital requirement, the brokerage business enables the Group to achieve a very low 3.6.2.2. Risk assessment level of debt (total financial liabilities of only 30,305 thousand euros on the consolidated balance sheet) and a very high At December 31st, 2007, APRIL GROUP, through its level of liquidity (177,718 thousand euros in net cash and insurance subsidiaries (mainly Axeria Prévoyance and cash equivalents on the consolidated balance sheet). Axeria Iard), had a portfolio of financial investments worth some 309,797 thousand euros, with the following breakdown: The Group’s financial debt comprises a subordinated loan

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Unrealized capital gains Foreign exchange risk In thousand euros Market value % Historical cost or losses All of APRIL GROUP’s portfolio is invested in euros, but there Bonds 178,366 58% 183,158 -4,792 may be an indirect foreign exchange risk on account of the Bond UCITS 0 0% 0 0 underlying resources (notably equity UCITS). The following table presents the portfolio’s exposure to currency market TOTAL BONDS 178,366 58% 183,158 -4,792 risks as at December 31st, 2007: Equities 0 0% 0 0 Equity UCITS 51,500 17% 41,654 9,847 TOTAL EQUITIES 51,500 17% 41,654 9,847 Other 25,760 8% 24,729 1,031 FOREIGN EXCHANGE RISK EXPOSURE Total % Monetary 54,171 17% 53,683 488 (In thousand euros) TOTAL PORTFOLIO 309,797 100% 303,224 6,573 Financial assets denominated in EUR 305,954 98.8% Of which Axeria Prévoyance 181,848 59% 171,933 9,914 Financial assets denominated in GBP 2,411 0.8% Of which Axeria Iard 61,272 20% 57,900 3,372 Financial assets denominated in USD Of which other companies 66,677 22% 73,391 -6,713 Financial assets denominated in 1,432 0.5% other currencies

Liquidity risk primarily covering Europe, including France, as well as Japan TOTAL PORTFOLIO 309,797 100% On account of the Group’s asset-liability management on an ancillary basis. approach, this risk is not significant. The following table presents a detailed breakdown of the Equity risk portfolio’s equity risk exposure by region at December 31st, The Group’s insurance companies have invested 17% of their 2007: portfolios on the equities market, while the French insurance and mutual supervisory authority (Autorité de Contrôle des Assurances et des Mutuelles) sets the limit at 65% of EQUITY RISK EXPOSURE BY REGION Europe USA Other regions Total regulated assets. The companies have therefore a highly (In thousand euros) cautious approach in relation to regulatory environment. Equities Investments are made exclusively through UCITS, enabling a Equity UCITS 49,328 2,172 51,500 satisfactory distribution of risks. TOTAL PORTEFOLIO 49,328 2,172 51,500 These UCITS are based on shares from various sectors – banking, insurance, mass retail, cosmetics, industry, etc. – % 95.8 % 4.2 % 100.0 %

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Interest rate risk INTEREST RATE RISK EXPOSURE BY MATURITY < 2 < 3 < 4 < 5 > 5 APRIL GROUP’s portfolio is made up primarily of bonds. As < 1 year Total (In thousand euros) years years years years years such, it is exposed to an interest rate risk. More specifically, this concerns a fair value impairment risk for fixed-rate bonds Bonds exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 and a cash-flow risk on coupons for variable-rate bonds. Bond UCITS exposed to fair value risk Derivative assets exposed to fair value risk The table opposite presents the portfolio’s interest rate risk Other financial assets exposed to fair value risk exposure at December 31st, 2007 by maturity: FINANCIAL INSTRUMENTS EXPOSED TO FAIR VALUE RISK 28,268 19,881 12,073 24,567 10,175 45,753 140,717 Bonds exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649 Bond UCITS exposed to cash-flow risk Derivative assets exposed to cash-flow risk Other financial assets exposed to cash-flow risk FINANCIAL INSTRUMENTS EXPOSED TO CASH-FLOW RISK 2,628 1,378 5,447 2,974 25,222 37,649 TOTAL PORTFOLIO 30,896 21,259 12,073 30,014 13,149 70,975 178,366 % 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 100.0%

Credit risk CREDIT RISK EXPOSURE BY ISSUER RATING (1) BBB+ N.D. AAA AA A+ to A- < BBB- Total APRIL GROUP is exposed to a credit risk through the issuers (In thousand euros) to BBB- of bonds held in its portfolio. However, this risk is limited thanks to the stringent selection of issuers (over 90% of Bonds exposed to credit risk 1,003 78,913 28 766 53,718 15,966 178,366 issuers for bond assets are rated at least A by Standard & Bonds UCITS exposed to credit risk Poor’s). TOTAL BOND PORTFOLIO 1,003 78,913 28,766 53,718 15,966 178,366 % 0.6% 44.2% 16.1% 30.1% 9.0% 100.0% The table opposite presents a breakdown of the bond portfolio at December 31st, 2007 by issuer rating: (1) Standard & Poors rating (long-term)

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Furthermore, APRIL GROUP’s portfolios do not include any CDO or other securitization vehicles. 3.6.2.3. Follow-up procedures and resources in place APRIL GROUP is also subject to a credit risk through reinsurers, to which companies transfer part of the risks on their insurance policies. The Group only works with a restricted number of reinsurers whose solvency is recognized: over 75% of reinsurance With a view to improving performance and building up a transfers are carried out with reinsurers that are rated at least A by Standard & Poor’s. clearer picture of market risks, the asset management At December 31st, 2007, the breakdown of reinsured premiums by reinsurer rating was as follows: activities of insurance companies are delegated to a specialized management company, accredited by the French securities regulator (Autorité des Marchés Financiers, AMF).

BREAKDOWN OF PREMIUMS CEDED BY REINSURER A+ to BBB+ N.D. AAA AA Total Under this delegation, limits are set in terms of the RATING (%) A- to BBB- < BBB percentage of the portfolio that may be invested on various bond and equity resources (dispersion ratios, influence % of premiums ceded 22.7% 1.3% 52.6% 23.0% 0.4% 100.0% ratios, restrictions in terms of issuer ratings, etc.).

In addition, the French Insurance Code, which governs insurance companies, also sets investment caps. Sensivity of the securities portfolio Equity markets: Thanks to comprehensive reports provided by the authorized Fixed-income markets: The equity portfolio is sensitive to an upturn or downturn on manager, notably including accounting elements (inventory, the financial markets for shares. book income, unrealized capital gains or losses, etc.) and a On a regular basis, i.e. every quarter, a report presenting summary of performances and various levels of exposure to the sensitivity of the portfolio and liabilities to changes in In this respect, and in light of the portfolio’s makeup, the risk the markets, the financial portfolio is monitored on a monthly interest rates is submitted to the supervisory authorities. on the equity portfolio can be assimilated with the risk on the basis. main financial market indexes such as the EUROSTOXX 50. At December 31st, 2007, the average sensitivity of APRIL In this way, a 10% reduction in the EUROSTOXX 50 index The members of the Finance Committee, the APRIL GROUP’s GROUP’s bond portfolio to changes in interest rates came would result in a 5,251 thousand euro reduction for the governance body, includes the heads of the various out at 2.79 (2.40 at December 31st, 2006) and if we factor in entire portfolio. companies as well as representatives from the authorized the entire portfolio (including equities and other assets), this manager. This Committee meets every quarter and plays an drops to 1.61 (1.56 at December 31st, 2006). essential role in the monitoring and management of market This means that if interest rates go up by 1% in absolute risks. During its meetings, it is responsible for analyzing value (e.g. if they rise from 4% to 5%), the bond portfolio’s the various markets as well as the economic and financial value will decrease by 1.61%. environment, taking stock of management over the past period, and setting the general financial management strategies, as well as future management restrictions.

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3.6.3. Legal risks Most filings are centralized with service providers that have The main actuarial assumptions retained as Group standards been referenced by APRIL GROUP in order to ensure the most for determining provisions for retirement benefits are as The legal policy, notably in terms of corporate law, stock effective protection possible. Administrative follow-up is follows: markets, tax optimization and monitoring, is overseen by the centralized by the Group Legal Affairs and Risks Division. Discount rate: 4 % APRIL GROUP Legal Affairs and Risk Division. Rate of increase in salaries: 2% Legal disputes Rate of inflation: 2% The legal developments impacting our business are specifically The reduction in other provisions for contingencies and losses tracked by companies’ operational legal departments. Provisions have been booked for any significant disputes reflects the relocation processes carried out for several Group based on the best possible estimates in view of the elements companies. Provisions for disputes primarily correspond to In accordance with regulations, the operational activities available at the close of accounts. disputes linked to the operational activities of APRIL GROUP of Group companies are covered by a broker civil liability companies, none of which represent a significant amount on policy, extended to include banking and financial prospecting To the best of the issuer’s knowledge, there are no other their own. activities. In addition, a specific civil liability policy has been legal disputes that could have a significant impact on the taken out on franchiser activities. Group’s financial position, assets, business or results. 3.6.4. Industrial and environmental risks The legal departments in the various Group companies are responsible for constantly checking the suitability of coverage On account of the nature of its activity (insurance services), in view of changes in their companies’ activities. the Group is not concerned by such risks. As far as intellectual property-related risks are concerned, and further to the inventory of brands and internet domain 3.6.5. Insurance and risk coverage names drawn up in 2005, further work has been carried out on registrations and filings both in France and at international Specific insurance programs have been put in place for the level. Provisions for contingencies and losses needs of APRIL GROUP companies. The types of policies concerned are as follows: Civil liability for executives BREAKDOWN OF PROVISIONS Changes in Dec 31st, 2006 Increase Decrease Dec 31st, 2007 Broker professional liability, (In thousand euros) scope Franchiser professional liability Financial guarantee, Provisions for disputes 3,021 -5 696 -621 3,091 Universal IT risks, Provisions for pensions 3,996 1,138 518 -125 5,527 Universal office risks Supplementary health and personal protection. Other provisions for contingencies 8,430 255 2,252 -5,278 5,659 and losses TOTAL PROVISIONS FOR 15,447 1,388 3,466 -6,024 14,277 CONTINGENCIES AND LOSSES

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The Risk Manager carries out regularly an analysis of the main In 2007, the following policies were fully overhauled by the This review is in line with a commitment to managing insurance policies taken out by Group companies in order to Risk Manager risk transfer costs more effectively within the Group, ensure that the cover in place was sufficient and adapted to Broker professional liability; combined with an optimization of the guarantees their activities. Financial guarantee; acquired set against the expansion of the Group’s Banking and financial prospecting; activities, in terms of both their nature and their volume. All of the abovementioned policies have been taken out with Universal office risks; companies outside of the Group, except for the personal Universal IT risks. 3.6.6. Other specific risks protection program, which has been taken out with Axeria Prevoyance, which is part of the Group. The policies have been fully reviewed and new policies taken The risk factor identification process presented above and The following table outlines the various policies and their out for 2008. The insurers selected for these new policies more specifically the implementation of mapping processes level of cover: are still outside of the Group. in virtually all of the Group’s operational companies made it possible to identify a series of untreated operational or strategic risks, both in-house and externally, with the level of Insurer effective control assessed in each case. POLICY TYPE Cover Deductible (External / Internal) On this basis, various internal control projects and potential €7.5 million subjects for internal audits have been identified. In 2008, Executive liability EXTERNAL (Sub-limit of €3.75 million for No deductible non separable fault) they will be incorporated into the audit plans at Group, division and company levels, based on an iterative quality €7 million ou €7.6 million €15,000 or €150,000 loop, with the risk mappings for 2008. depending on the business of Broker professional liability EXTERNAL depending on the the company concerned company concerned (all damages included)

Franchiser professional liability EXTERNAL €750,000 per damage €7,000

Financial guarantee EXTERNAL €115,000 No deductible

€5,106,170 (cost of replace- Universal systems risks EXTERNAL €1,500 ment with new equipment)

Maximum commitment of up to Universal office risks EXTERNAL €13.6 million (as-new value of €1,804 furniture, material, goods)

INTERNAL (Axeria Pré- Standard guarantee for mana- Supplementary health and personal voyance for personal gement and non-management No deductible protection protection) staff

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4.0 N

4.0 Net worth-financial position-earnings

4.1. Significant changes in the financial position 4.2.3. Earnings or commercial situation See management report page 50 and following, and the There are no significant changes to report in the financial earnings for the last five years (page 79). position or commercial situation of the APRIL GROUP or its companies over 2007, except for the fact that Mutant Assurances has changed status from an insurance company 4.2.4. Total and per share dividends for the last three to an insurance broker years

See Management report, page 53. 4.2. APRIL GROUP consolidated and statutory financial statements at December 31st, 2007 4.2.5. Source and use of funds - cash-flow statement

4.2.1. Audited financial statements for the last three See the statutory financial statements for APRIL GROUP at years December 31st, 2007, page 151 and following.

See the statutory financial statements for APRIL GROUP at December 31st, 2007, page 151 and following.

4.2.2. Consolidated financial statements

See the consolidated financial statements for APRIL GROUP at December 31st, 2007, page 93 and following.

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4.3. Group fees for Statutory Auditors and members of their network

Mazars Deloitte Others

Amount (excluding VAT, Amount (excluding VAT, Amount (excluding VAT, % % % in thousand euros) in thousand euros) in thousand euros) 2007 2006 2007 2006 2007 2006 (a) 2007 2006 2007 2006 2007 2006 Audit Statutory auditing, certification, review of individual and consolidated financial statement Issuer 45 43 6% 8% 37 37 17% 11% Fully consolidated subsidiaries 540 408 74% 80% 179 140 83% 43% 78 32 100% 52% Other audits and services directly linked to statutory auditing mission Issuer 40 6% 152 46% 30 48% Fully consolidated subsidiaries 104 58 14% 12% SOUS-TOTAL 729 509 100% 100% 216 329 100% 100% 78 62 100 % 100% Other services provided by networks to fully consolidated subsidiaries: Legal, tax, social Other (indicate if > 10% of audit fees) Subtotal 0 0 0 0 0 0 TOTAL 729 509 100% 100% 216 329 100% 100% 78 62 100% 100%

(a) First year of mandate for Deloitte & Associés

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5.0 C

5.0 Corporate Governance

5.1. Make-up and operating procedures of administrative and management bodies

5.1.1. Make-up of administrative and management bodies at December 31st, 2007

Board of Directors:

Number of APRIL Date appointed or DIRECTORS Function GROUP shares held reappointed

Bruno ROUSSET Chairman and CEO of APRIL GROUP 25,168,554 (*) Aug 28th, 2007

Xavier COQUARD Director of APRIL GROUP 113,323 Aug 28th, 2007

André ARRAGO Executive Board member of HANNOVER RE 400 Aug 28th, 2007

Jean-Claude AUGROS Manager of ISFA 20 Aug 28th, 2007

Bernard BELLETANTE Associate managing director of EUROMED 250 Aug 28th, 2007

Gilles DUPIN CEO of MONCEAU ASSURANCES 300 Aug 28th, 2007

Philippe MARCEL Chairman of Adecco France 1,070 Aug 28th, 2007

Jean-Yves NOUY CEO of SHAM 20 Aug 28th, 2007

Gilles PARDI Chairman of HYPARLO Executive Board 1 Aug 28th, 2007

Chairman of Rhône-Alpes Creation Guy RIGAUD 750 Aug 28th, 2007 and CEO of Amorçage Rhône-Alpes

Vanessa ROUSSET CEO of Evolem SA 1 Aug 28th, 2007

(*) Including 25,168,544 shares held by Evolem, which is 100% owned by Bruno Rousset

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The other offices of APRIL GROUP Directors are presented in - Monitoring of acquisition projects and the creation of new human resources policy, governance rules, etc.). It reports to the management report (Pages 64 to 72). companies or activities; the Board of Directors and leads to management actions. - Monitoring of the integration of new companies within For security reasons, the address of APRIL GROUP Directors the Group, The Group’s Investment Committee reviews proposals is that of the company’s registered office: APRIL GROUP : - Monitoring of the results of the employee satisfaction prior to any acquisitions of companies or equity interests, 83-85, boulevard Vivier Merle – 69003 LYONS. survey, activity creation, material investment in a company or - Monitoring of risk management and internal audit work, divestment. On such projects, it takes the final decisions 5.1.2. Administrative and management body - Monitoring of the policy for creating new products and in the last resort. Minutes presenting the Investment operations services, Committee’s decisions are provided to the members of the - Monitoring of provisional budgets and actuals, Board of Directors. A set of bylaws has also been drawn At the General Meeting on August 28th, 2007, shareholders - Monitoring of the financial rating process for certain up, presenting this Committee’s operations. In 2007, the voted to change the company’s governance structure, opting subsidiaries. Investment Committee met seven times. for the Board of Directors system, which seems best suited to the Group’s new organization. The Sustainable Development Committee held five meetings The Chairman of APRIL GROUP’s Board of Directors is a - Number of Supervisory Board meetings during the fiscal over the last fiscal year. It includes the Chairman of the member of this Committee, as Chairman. The Board of year just ended: three. Board of Directors and four independent directors: Directors has appointed the following as its representatives - Number of Board meetings over the last financial year: two. - Jean-Claude AUGROS; for an indefinite period on APRIL GROUP’s Investment - A Director’s charter governs the Board’s operations. - Bernard BELLETANTE; Committee: - Philippe MARCEL; - Bernard BELLETANTE; The APRIL GROUP Board of Directors handles all the - Guy RIGAUD. - Gilles PARDI; assignments defined by law. It is also intended, thanks to the - Guy RIGAUD; presence of several independent directors on the Board, as a The Sustainable Development Committee meets as the - Vanessa ROUSSET. system of warning, criticism and recommendation. Audit Committee and the Compensation Committee during During the fiscal year just ended, the Board of Directors specific sessions. It is also responsible for addressing major addressed the following main issues in addition to those strategic and organizational issues in the company (risk provided for under the law and regulations in force: management, and monitoring of interal audit, acquisition policy and integration of new companies, Group culture,

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The Investment Committee also includes two non-director in Section 5.1.2 such as strategy, external growth, human Terms-of-office for each corporate officer over the last five members. resources and risk management. years:

The Insurance Committee comprises the Group’s The various offices held by Directors, as presented below, professionals, insurance specialists, and at least one attest to the experience built up by these members. In Bruno ROUSSET member of the Board of Directors who reports on its work addition, the Chairman and CEO complies with the regulatory to the Board. conditions in force relative to insurance brokerage. Current offices and functions:

APRIL GROUP SA 5.1.3. Specific information on corporate officers To the best of the company’s knowledge and on the date of drawing up the present document, no conflicts of interest Chairman and CEO There are no family ties whatsoever between the company’s had been identified between the duties of each Director with Office ending: April 23rd, 2009 corporate officers, with the exception of Vanessa Rousset regard to the company in their capacity as corporate officers Within the Group and Bruno Rousset, who are married. and their private interests or other duties. Permanent representative of Axeria Prévoyance SA APRIL GROUP, Director For the purposes of their terms-of-office, Executive Board To the best of the company’s knowledge and on the date Permanent representative of and Board of Directors members are domiciled at the of drawing up the present document, no arrangements or Axeria Iard SA APRIL GROUP, Director company’s registered office. agreements had been concluded with the main shareholders, Permanent representative of clients or suppliers under which any of the Directors has been Axeria Courtage SA APRIL GROUP, Director Over the last five years, to the best of the company’s selected in this capacity. APRIL CEE Development Kft knowledge and on the date of drawing up the present Managing Director (Hungarian-law company) document, none of the Executive or Board of Directors To the best of the company’s knowledge and on the date Permanent representative of members: of drawing up the present document, none of Directors had Axeria Vie SA APRIL GROUP, Director - Have been convicted of fraud, agreed to any restrictions concerning the disposal of their - Have been associated with a bankruptcy, sequestration interest in the company’s capital. APRIL GROUP VIE EPARGNE Permanent representative of or liquidation, SA APRIL GROUP, Director - Have been incriminated in or been officially sanctioned by There are no service contracts in place binding members of Permanent representative of APRIL Patrimoine SA statutory or regulatory authorities, APRIL GROUP administrative, management or supervisory APRIL GROUP, Director - Have been prevented by a court from serving as a member bodies or any of its subsidiaries and providing for benefits to Permanent representative of ISR COURTAGE SA of an administrative, management or Board of Directors or be granted under such a contract. APRIL GROUP, Director from managing or conducting the business of an issuer. Solucia Protection Juridique Permanent representative of SA APRIL GROUP, Director

The Directors enable APRIL GROUP to benefit from their Member of the Supervisory Assinco expertise and experience relative to the topics described Board

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APRIL GROUP PRÉVOYANCE Permanent representative of Permanent representative of Permanent representative of SFG SA APRIL GROUP CORPORATE SA INDIVIDUELLE SA APRIL GROUP, Director APRIL GROUP, Director APRIL GROUP, Director

Permanent representative of Permanent representative of APRIL Assurances FGA SA Cogealp SA Member of the Supervisory Board APRIL GROUP, Director APRIL GROUP, Director

Permanent representative of Member of the Supervisory Permanent representative of APRIL Mobilité Easyssur SA Haussmann Conseils SA APRIL GROUP, Director Board APRIL GROUP, Director

APRIL Italia SpA FRANCE PLAISANCE Permanent representative of APRIL Assurances Entreprises Permanent representative of Director (Italian-law company) ASSURANCE SA APRIL GROUP, Director SA APRIL GROUP, Director Permanent representative of APRIL Financial Services AG Member of the Supervisory Assurtis SA APRIL GROUP, Member of the APRIL Solutions Entreprises Permanent representative of (German-law company) Board Supervisory Board SA APRIL GROUP, Director APRIL Germany AG (German- Member of the Supervisory Permanent representative of Permanent representative of CGCA Europassur SA law company) Board APRIL GROUP, Director APRIL GROUP, Director

APRIL Iberia SA (Spanish-law Permanent representative of Permanent representative of Director GI2A CIARE SA company) APRIL GROUP, Director APRIL GROUP, Director

Permanent representative of Permanent representative of Permanent representative of APRIL Santé SA Habitance SA SASCO SA APRIL GROUP, Director APRIL GROUP, Director APRIL GROUP, Director

Permanent representative of Permanent representative of Dierrevi SpA (Italian-law APRIL Marketing Solutions SA AMT Assurances SA Director APRIL GROUP, Director APRIL GROUP, Director company)

Permanent representative of Permanent representative of Permanent representative of APRIL Réunion SA APRIL Iard SA APRIL Cover SA APRIL GROUP, Director APRIL GROUP, Director APRIL GROUP, Director Permanent representative of Permanent representative of Mutant Assurances SA Permanent representative of Solidaris APRIL GROUP, Director APRIL Corporate Broking SA APRIL GROUP, Director APRIL GROUP, Director Permanent representative of Permanent representative of APRIL Solutions SA TMS CONTACT APRIL GROUP, Director DOUDET CHARLET SA Member of the Supervisory Board APRIL GROUP, Director APRIL Yacht Broker di APRIL GROUP DOMMAGES Permanent representative of Assicurazioni SpA (Italian-law Director AVS SA Member of the Supervisory Board PARTICULIERS SA APRIL GROUP, Director company) Permanent representative of L&E Title Group (English-law Permanent representative of Director ASSURDOM Gestion SA APRIL GROUP, Member of the GIE APRIL Technologies company) APRIL GROUP, Director Supervisory Board Permanent representative of Permanent representative of LETIS (English-law company) Director Moral Caraïbes SA GIE APRIL Courtage APRIL GROUP, Director APRIL GROUP, Director Permanent representative of APRIL Immobilier APRIL GROUP DOMMAGES Permanent representative of GIE La Maison Commune Chairman APRIL GROUP, Director ENTREPRISES SA APRIL GROUP, Director

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Offices (outside of the APRIL Group) held over the last five APRIL DEVELOPPEMENT APRIL North America Inc. Director years, but no longer held at present: SA now APRIL GROUP Director (Canadian-law company) DOMMAGES PARTICULIERS VBS SA Director APRIL Solutions SA now Dave Rochon Assurances Inc. Director Permanent representative of APRIL GROUP ASSURANCES Director (Canadian-law company) Evolem 1 SAS Evolem COLLECTIVES Member of the Supervisory ESCAPADE Assurances TERRE D’ENTREPRISES SA Voyages Inc. (Canadian-law Director Board company) Banque Populaire De Lyon SA Director André ARRAGO Forum Finances SA Director Current offices and functions: APRIL Alpha Director Xavier COQUARD APRIL GROUP SA

APRIL Delta Director Current offices and functions: Director Office ending: April 23rd, 2009 APRIL Gamma Director APRIL GROUP SA Outside of the Group APRIL Kappa Director Director rd Office ending: April 23 , 2009 Hannover Re Member of the Executive Board APRIL Sigma Director Within the Group La Mutuelle des Transports Member of the Board of APRIL Omega Director APRIL GROUP PRÉVOYANCE et Artisans Directors Director INDIVIDUELLE SA Groupement Français de Member of the Board of Outside of the Group Caution Directors Outside of the Group Chairman of the Board of Evolem SA Directors Chairman and member TERRE D’ENTREPRISES SA of the Supervisory Board Offices (outside of the APRIL Group) held over the last five MONCEAU ASSURANCES SA Director years, but no longer held at present: N/A SA DES BROYERS Chairman and CEO GROUPE NORBERT Member of the Supervisory DENTRESSANGLE SA Board

Permanent representative of Offices (outside of the APRIL Group) held over the last five Kaelia SA Evolem 1 years, but no longer held at present:

EM LYON (Association) Director Within the Group Member of the Supervisory VIVIER-MERLE (SC) Co-Manager APRIL Assurances SA Board

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Jean-Claude AUGROS Gilles DUPIN SOCIETE CIVILE FONCIERE CENTRALE MONCEAU – Manager Current offices and functions: Current offices and functions: SCFCM Permanent representative of APRIL GROUP SA APRIL GROUP SA CYBERLIBRIS SA MONCEAU INVESTISSEMENTS MOBILIERS (MIM) Permanent representative of Director Director CENTRALE COURT-TERME rd rd the MUTUELLE CENTRALE DE Office ending: April 23 , 2009 Office ending: April 23 , 2009 (SICAV) REASSURANCE (MCR) Outside of the Group Outside of the Group Permanent representative of NORDEN (SICAV) CAPMA & CAPMI I.S.F.A. Manager MONCEAU ASSURANCES CEO Permanent representative of NOAM Europe Expansion CAPMA & CAPMI CEO MONCEAU ASSURANCES Permanent representative of Offices (outside of the APRIL Group) held over the last five MUTUELLE CENTRALE DE Uni Hoche the MUTUELLE CENTRALE DE years, but no longer held at present: N/A Chairman REASSURANCE (MCR) REASSURANCE (MCR) MONCEAU GENERALE Chairman of the Executive Board ASSURANCES (MGA) Offices (outside of the April Group) held over the last five years, but no longer held at present: MONCEAU RETRAITE & Chairman of the Supervisory EPARGNE SA Board Bernard BELLETANTE FEDERATION NATIONALE DES GROUPE MONCEAU - MAA CEO GROUPEMENTS DE RETRAITE Current offices and functions: Director ET DE PREVOYANCE - FNGRP Permanent representative of (GIE) FERMES FRANCAISES SA MONCEAU INVESTISSEMENTS APRIL GROUP SA MOBILIERS (MIM) SERVICE CENTRAL DES Director Permanent representative of Director MUTUELLES – SCM (GIE) Office ending: April 23rd, 2009 DOMAINE DE MOLIERES (SA) the SOCIÉTÉ CIVILE FONCIÈRE CENTRALE MONCEAU (SCFCM) MONCEAU ASSURANCES Outside of the Group Director DOMMAGES – ASD (GIE) UNIGESTION (SICAV) Chairman

EUROMED Deputy Chief Executive Officer Permanent representative of MONCEAU INVESTISSEMENTS PYRAMIDES CONVERTIBLES Manager the MUTUELLE CENTRALE DE IMMOBILIERS – MII (SICAV) REASSURANCE (MCR) TECHNE SA Director MONCEAU INVESTISSEMENTS Manager MOBILIERS – MIM Permanent representative of the SOCIÉTÉ EN ASSURANCE VR ASSURANCES SOCIETE CIVILE CENTRALE RÉASSURANCE ET PRÉVOYANCE Manager Offices (outside of the APRIL Group) held over the last five MONCEAU – SCCM SARP SA years, but no longer held at present: N/A

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Permanent representative of Philippe MARCEL LA FRANCAISE DES ADIA SAS Chairman MONCEAU INVESTISSEMENTS PLACEMENTS (LFP) MOBILIERS (MIM) Current offices and functions: SIPEMI SAS Chairman Permanent representative of OCAM MONCEAU INVESTISSEMENTS APRIL GROUP SA INTERECCO MANAGEMENT CEO / Director MOBILIERS (MIM) SISTEL SERVICES SAS Director MONCEAU SELECTION PLUS Permanent representative of Director (EX KHORUM) (SICAV) CAPMA & CAPMI Office ending: April 23rd, 2009 OLSTEN SA Chairman and CEO

Permanent representative of OLSTEN TT SA Director VR ASSURANCES HOLDING MONCEAU INVESTISSEMENTS Outside of the Group MOBILIERS (MIM) ADECCO HOLDING FRANCE OLSTEN TT SUD SA Chairman and CEO Chairman Permanent representative of SAS ATLAS MAROC (SICAV) QUICK MEDICAL SERVICES SA Director groupe MONCEAU MAA AVION ECCO (GIE) Director ASVEL BASKET SASP Director CAISSE ASSURANCE RETRAITE CEO TRANS-EUROPE - CART ADECIA - SA Director Permanent representative of AJILON FRANCE SA ADECCO TT CAISSE ALTEDIA SA Director Permanent representative of INTERPROFESSIONNELLE ALEXANDRE TIC SA CEO ADECCO SA (Swiss-law ADECCO TT MUTUELLE ASSURANCES Director CIMA company) Permanent representative of PIXID SNC ADECCO TT, Manager CAISSE INDUSTRIELLE GL EVENTS SA Director D’ASSURANCE MUTUELLE Manager CIAM EM LYON (Association) Director CAISSE INTERSYNDICALE Chairman of the Supervisory Jean-Yves NOUY D’ASSURANCES DE LA REGION Manager NOVALTO Board LYONNAISE - CIARL Current offices and functions: PARTNERS IN BUSINESS Vice-Chairman of the Supervisory Chairman JUSTICI@ MANAGEMENT Board APRIL GROUP SA SILLI KER INC. (American-law Director company) Director Office ending: April 23rd, 2009

Outside of the Group Offices (outside of the April Group) held over the last five years, but no longer held at present: SHAM CEO SHAM Services Chairman ADECCO TRAVAIL TEMPORAIRE Chairman SAS SHAM VIE Chairman and CEO AHF e BUSINESS - SAS Chairman Member of the Supervisory AXA FIF ECCO SAS Chairman Board

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Offices (outside of the APRIL Group) held over the last Guy RIGAUD ALP (Association) Chairman five years, but no longer held at present: MUTUALP Chairman Current offices and functions: BENFIELD Chairman and CEO SCI LOUMANOURSE Manager CATIXL Chairman APRIL GROUP SA CCI de LYON Secretary - Deputy Vice Chairman Director Office ending: April 23rd, 2009 Gilles PARDI Offices (outside of the April Group) held over the last five Outside of the Group years, but no longer held at present: Current offices and functions: RHONE ALPES CREATION SA Chairman of the Executive Board AMORCAGE RHONE ALPES BEARBULL SAS Chairman CEO APRIL GROUP SA SAS Chairman of the Board of DUOCONTI SAS RAC INGENIERIE SAS Chairman Director Directors rd Office ending: April 23 , 2009 HOFIDIS II SAS Chairman

Within the Group PARFIDIS SARL Manager Offices (outside of the APRIL Group) held over the last five years, but no longer held at present: Chairman of the Supervisory FORMADIS SNC Manager COGEALP Board LA CRISTOLE SCI Manager GR CONSULTANT EURL Manager Outside of the Group ECAF SNC Manager Chairman of the Board of HYPARLO SA Directors CAMC SNC Manager Vanessa ROUSSET BANQUE RHONE-ALPES Director CTAMB SNC Manager Member of the Supervisory Chairman of the Board of Current offices and functions: SEPEL CAGS SA Board Directors Chairman of the Board of APRIL GROUP SA Member of the Supervisory HIPROMA SA SA AEROPORTS DE LYON Directors Board Director Chairman of the Board of ETC BV Office ending: April 23rd, 2009 IOL SAS Chairman Directors IMMODIS SARL Manager Chairman of the Board of HI FI BV Outside of the Group PARGEFI SARL Manager Directors VEV Distribution Chairman Evolem SA CEO, Director PAREXO EURL Manager HOFIDIS SA Chairman of the Executive Board Evolem 1 SAS Chairman SCI DE L’OURS Manager SCI LES CHÂTRES Manager Evolem 2 SAS Chairman CM2 INVEST (SC) Manager Chairman of the Board of SUMAR SpA Evolem DEVELOPPEMENT EURL Manager ARLCO II (SC) Manager Directors

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Dominique CHALOPIN Permanent representative of MADECO A MOI SAS Chairman APRIL TECHNOLOGIES (GIE) APRIL GROUP, Director Permanent representative of Offices and functions at August 28th, 2007 ORTHO SAS Chairman and Member of the Evolem 2, Chairman ASSURANCE JURIDIQUE SA Supervisory Board Permanent representative of APRIL GROUP SA POOL SAS Vice-Chairman and Member of Evolem 2, Chairman ASSURTIS SA Chairman and Member of the Executive Board the Supervisory Board Permanent representative of until August 28th, 2007 MKG SAS Vice-Chairman and Member of Evolem 2, Chairman AVS SA Within the Group the Supervisory Board Permanent representative of FLEX SAS Permanent representative of Permanent representative of Evolem 2, Chairman AMT ASSURANCES SA AXERIA PRÉVOYANCE SA APRIL GROUP, Director APRIL GROUP, Director Permanent representative of JELLY SAS Evolem 2, Chairman Vice Chairman and Member of Permanent representative of APRIL ASSURANCES SA AXERIA IARD SA the Supervisory Board APRIL GROUP, Director Permanent representative CIFEA of MKG SAS, Member of the Permanent representative of Permanent representative of APRIL COVER SA AXERIA VIE SA Supervisory Board APRIL GROUP, Director APRIL GROUP, Director Permanent representative of VIVIER-MERLE (SC) Co-Manager APRIL GROUP ASSURANCES Permanent representative of CGCA SA APRIL GROUP, Director COLLECTIVES SA APRIL GROUP, Director Vice-Chairman and Member of ROUSSET & ROUSSET SARL Manager COGEALP SA APRIL GROUP DOMMAGES Permanent representative of the Supervisory Board Permanent representative of ENTREPRISES SA APRIL GROUP, Director NOVADEV Permanent representative of Evolem 1, Chairman APRIL GROUP DOMMAGES Chairman and CEO CIARE SA APRIL GROUP, Member of the Permanent representative of PARTICULIERS SA Supervisory Board DO IT YOURSELF Evolem 1, Chairman DIERREVI APRIL GROUP PRÉVOYANCE Permanent representative of Director Permanent representative of INDIVIDUELLE SA APRIL GROUP, Director (Italian-law company) HEDIPA Evolem 1, Chairman Vice-Chairman and Member of APRIL GROUP VIE ÉPARGNE Permanent representative of DOUDET CHARLET SA Permanent representative of the Supervisory Board GROUPE GTME SA APRIL GROUP, Director Evolem 1, Chairman Vice-Chairman and Member of Permanent representative of EASYSSUR SA APRIL IARD SA the Supervisory Board APRIL GROUP, Director GROUPE EUROPASSUR SA Director Offices (outside of the April Group) held over the last five APRIL MARKETING SOLUTIONS Permanent representative of years, but no longer held at present: SA APRIL GROUP, Director Permanent representative of FGA SAS APRIL GROUP, Director Permanent representative of CE2P Chairman APRIL MOBILITÉ SA APRIL GROUP, Director Permanent representative of FORUM FINANCES SA Director NOMEN Evolem SA Permanent representative of APRIL PATRIMOINE SA FRANCE PLAISANCE Permanent representative of APRIL GROUP, Director LYON CAPITALE Director ASSURANCE SA APRIL GROUP, Director Permanent representative of Chairman of the Board of Permanent representative of SECMA APRIL SOLUTIONS GI2A ASSURANCES SA Ortho SAS, Director Directors APRIL GROUP, Director

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Erick BERVILLE Offices (outside of the April Group) held over the last five Permanent representative of HAUSSMANN CONSEILS SA years, but no longer held at present: APRIL GROUP, Director th Permanent representative of Offices and functions until August 28 , 2007 ISR COURTAGE ADELIS ASSURANCES Chairman APRIL GROUP, Director APRIL GROUP SA Chairman of the Board of LA MAISON COMMUNE (GIE) Vice-Chairman and Member of the Executive Board Directors Daniel COLLIGNON up until August 28th, 2007 Permanent representative of MORAL CARAÏBES SA APRIL GROUP, Director Within the Group Offices and functions at August 28th, 2007 Permanent representative of RÉSOLUTION SA APRIL GROUP, Director APRIL MOBILITÉ SA Director APRIL GROUP SA Permanent representative of SASCO SA th APRIL GROUP, Director APRIL SANTÉ SA Director Executive Board member up until August 28 , 2007 Permanent representative of SEPCOFI SA APRIL GROUP, Director APRIL YACHT BROKER DI Within the Group ASSICURAZIONI (Italian-law Director Permanent representative company) APRIL GROUP VIE ÉPARGNE Chairman and CEO of APRIL GROUP Dommages TMS CONTACT Particuliers, Member of the ARPI (SCI) Manager APRIL GROUP ASSURANCES Director Supervisory Board COLLECTIVES Vice-Chairman and Member of Vice-Chairman and Member of SFG SA ASSURANCE JURIDIQUE SA the Supervisory Board the Supervisory Board APRIL PATRIMOINE Director Permanent representative of Chairman and Member of Permanent representative of SOLUCIA PJ ASSURTIS SA APRIL TECHNOLOGIES (GIE) APRIL GROUP, Director the Executive Board APRIL Patrimoine, Director APRIL ITALIA CABINET SERGE FISNOT Director Manager AXERIA IARD Director (Italian-law company) (SARL) FEBS AG Member of the Supervisory Board AXERIA PRÉVOYANCE Director (German-law company) CHATEAUDUN (GIE) Director L&E TITLE GROUP Ltd AXERIA VIE Chairman and CEO Director Chairman and Member of (English-law company) EASYSSUR SA the Supervisory Board Member of the Supervisory EASYSSUR Board Offices (outside of the APRIL Group) held over the last HABITANCE SAS Director five years, but no longer held at present: HAUSSMANN CONSEILS Director LONDON & EUROPEAN Manager CAPRI RESIDENCE Chairman and CEO FRANCE SARL ISR COURTAGE Chairman and CEO Permanent representative of CAPRI ATLANTIQUE Chairman MULTISERVICES (GIE) APRIL DEVELOPPEMENT SEPCOFI Director CAPRI LYON MEDITERRANEE Chairman Chairman of the Supervisory TMS CONTACT SA ELLUL Chairman Board SOLUCIA PJ Director

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Offices (outside of the APRIL Group) held over the Patrick PETITJEAN LA FÉDÉRATION last five years, but no longer held at present: CEO / Director CONTINENTALE SA Offices and functions at August 28th, 2007 Generali Rendement (SICAV) Director GENERALI GERANCE Director APRIL GROUP SA ASSURANCE FRANCE Generali Performance (SICAV) Director Director GENERALI Vice-Chairman and Member of the Executive Board up until August 28th, 2007 EUROP ASSISTANCE Objectif Monde (SICAV) Chairman Director FRANCE SA Within the Group GENERALI Systèmes Director Chairman of the Supervisory Informatiques (GIE) GENERALI ASSURANCES-VIE Director APRIL ASSURANCES SA Board EQUITE Director GENERALI ASSURANCES IARD Director APRIL CONSEILS SAS Chairman EPJ Director Chairman of the Board of GPA VIE Director APRIL COURTAGE (GIE) Directors Financière Centuria Director GPA IARD Director APRIL COVER SA Director Saint Honoré PME Director Generali Euro Sept Dix Ans Director APRIL GROUP PRÉVOYANCE (SICAV) Chairman and CEO Permanent representative INDIVIDUELLE SA Generali Finance of FEDERATION CONTINENTALE Generali Trésorerie (SICAV) Director Permanent representative of Director APRIL MARKETING SOLUTIONS APRIL GROUP PRÉVOYANCE SA Member of the Supervisory Objectif Ethique Socialement INDIVIDUELLE, Director Georges V Rendement (SCPI) Director Responsable (SICAV) Board Permanent representative of Member of the Supervisory APRIL TECHNOLOGIES (GIE) APRIL COURTAGE, Director and Multimmobilier 2 (SCPI) Board FRANCE MORNAY (GIE) Director Chairman Member of the Supervisory Permanent representative of Pierre Privilège (SCPI) Permanent representative Board EXPERT ET FINANCE SA of FEDERATION CONTINENTALE APRIL MOBILITÉ SA APRIL GROUP PRÉVOYANCE INDIVIDUELLE, Director Member of the Supervisory Director Valoripierre (SCPI) Board Chairman of the Board of Permanent representative APRIL PRESTATIONS (GIE) Generali Investissement Directors of FEDERATION CONTINENTALE GUARDIAN VIE Chairman and CEO (SICAV) Director Permanent representative of ASSURADOM SA APRIL GROUP PRÉVOYANCE Cercle des épargnants PRUDENCE VIE SA Chairman and CEO Vice-Chairman INDIVIDUELLE, Director (Association) Chairman of the Board of Foncia Pierre Rendement Member of the Supervisory Member of the Supervisory LA FRANCE ASSURANCES SA ASSURANCE JURIDIQUE SA Directors (SCPI) Board Board Chairman of the Board of Member of the Supervisory Member of the Supervisory OJH SA Rocher Pierre 1 (SCPI) ASSURTIS SA Directors Board Board

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5.2. Executive interests in the company’s share 5.3. Employee profit-sharing schemes AXERIA PRÉVOYANCE SA Director capital 5.3.1.Optional and mandatory profit-sharing agreements Member of the Supervisory COGEALP SA See Section 2.3. page 13 Board APRIL GROUP wants all employees to be associated with its 5.2.1. Executive compensation growth by giving them an interest in its income in order to Permanent representative of FORUM FINANCES SA APRIL GROUP PRÉVOYANCE create heightened awareness of the community of interests INDIVIDUELLE, Director See Management report page 62 and 63 that exists within the company and improve levels of individual and group performance. 5.2.2. Information on stock options and warrants HABITANCE SAS Chairman

Permanent representative of LA MAISON COMMUNE (GIE) APRIL GROUP PRÉVOYANCE Number of options granted STOCK OPTIONS OR WARRANTS GRANTED TO AND INDIVIDUELLE, Director / shares subscribed for or Price € Maturity Plan OPTIONS EXERCISED BY EACH CORPORATE OFFICER purchased

Permanent representative of Options granted during the year to each corporate offi- MORAL CARAÏBES SA APRIL GROUP PRÉVOYANCE cer by the issuer and all Group companies: INDIVIDUELLE, Director • Erick BERVILLE 10,000 40.56 July 27th, 2011 n°18 • Dominique CHALOPIN 20,000 40.56 April 27th, 2013 n°16 • Patrick PETITJEAN 20,000 40.56 April 27th, 2013 n°16 Member of the Supervisory TMS CONTACT Board Options exercised during the year by each corporate officer: 10,000 16.86 July 4th, 2007 n°6 APRIL IBERIA Chairman of the Board of • Patrick PETITJEAN (Spanish-law company) Directors N.B. The registered information only concerns the corporate officers of the issuer APRIL GROUP. APRIL ITALIA Chairman and Director (Italian-law company) The current agreement gives rights to employees in respect 5.2.3.Regulated agreements of the three fiscal years starting January 1st, 2006 through APRIL GERMANY AG Chairman and Member of st (German-law company) the Supervisory Board December 31 , 2008. See the special Statutory Auditor’s report,page 166 to 169 FEBS AG Chairman and Member of The amount for profit-sharing is determined in line with a (German-law company) the Supervisory Board 5.2.4.Loans and pledges to Supervisory Board set of criteria for performance based on the quality and members productivity of APRIL GROUP SA.

Offices (outside of the APRIL Group) held over the last five years, but no longer held at present: N/A N/A

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Each criterion, weighted by a coefficient, will determine the amount of profitsharing paid to employees. The amounts paid are summarized in the table below:

Profit-sharing for Profit-sharing for Profit-sharing for Profit-sharing for Profit-sharing for The General Meeting also gives full powers to the Board of 2003 paid in 2004 2004 paid in 2005 2005 paid in 2006 2006 paid in 2007 2007 paid in 2008 Directors to set option prices within the following limits:

In thousand the subscription price may not be less than 100% of the 135 168 159 215 239 euros average listed price over the twenty trading days immediately preceding the grant date, with an option for the Board of Directors to offer a discount of up to 5% on the subscription 5.3.2. Warrants price.

At the Combined General Meeting on September 11th, Pursuant to the law, the authorization given by the General These options may be exercised for the applicable legal 1997, the company’s shareholders authorized the Board of Meeting prevails to the benefit of option-beneficiaries period as of the grant date, subject to any restrictions that Directors to grant options to certain Group employees and with shareholders expressly renouncing their preferential may be made by the Board of Directors in plan regulations corporate officers to purchase new company shares up to a subscription rights in respect of shares issued as options are and/or at the time of individual grants of options. maximum of 3% of the outstanding share capital as on the exercised. date the last option is granted.

th At the Combined General Meeting on April 26 , 2001, the STOCK OPTIONS OR WARRANTS GRANTED TO THE 10 Number of options MAIN EMPLOYEES (NON-CORPORATE OFFICERS) granted / shares company’s shareholders voted to increase the maximum to Price € Maturity Plan OPTIONS EXERCISED BY THE 10 EMPLOYEES WITH THE subscribed for or 5% and renewed the authorization given to the Board of HIGHEST NUMBER OF OPTIONS EXERCISED purchased Directors.

Options granted during the year by the issuer and any th 0 40.56 April 27th, 2013 n°16 At the Combined General Meetings on April 29 , 2004, company included in the scope for allocating options to the 11,000 40.46 April 27th, 2011 n°17 th th 10 employees from the issuer and any company included in April 28 , 2005, then April 27 , 2006, the company’s 50,000 40.56 April 27th, 2011 n°18 the scope awarded the highest number of options shareholders voted to renew the authorization granted to the Executive Board. At the Combined General Meeting on August Options held on the issuer and the above-mentioned com- 16,972 20.21 April 25th, 2008 n°5 th 28 , 2007, shareholders transferred this authorization to panies exercised during the year by the 10 employees 0 16.86 Dec 12th, 2008 n°6 the Board of Directors. from the issuer and these companies having purchased or 9,985 16.69 April 24th, 2009 n°7 subscribed for the highest number of shares 0 15.57 Dec 11th, 2009 n°8

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Summary of stock options and warrants

This table factors in the 10-for-1 stock split and therefore the multiplication of options by 10, with each option entitling holders to purchase shares at 0.4 euro.

PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN PLAN N°5 N°6 N°7 N°8 N°9 N°10 N°11 N°12 N°13 N°14 N°15 N°16 N°17 N°18 Apr 26th, Apr 26th, Apr 25th, Apr 25th, Apr 24th, Apr 29th, Apr 28th, Apr 28th, Apr 27th, Apr 27th, Apr 27th, Apr 27th, Apr 27th, Apr 27th, Date of General Meeting 2001 2001 2002 2002 2003 2004 2005 2005 2006 2006 2006 2006 2006 2006 Date of the Board of Apr 26th, Dec 13th, Apr 25th, Dec12th, Apr 24th, Apr 28th, Apr 28th, Apr 28th, Apr 28th, Apr 28th, Jul 10th, Apr 26th, Apr 26th, Apr 26th, Directors or Executive 2001 2001 2002 2002 2003 2004 2005 2005 2006 2006 2006 2007 2007 2007 Board meeting Total number of shares 373,500 80,000 76,000 25,000 37,000 44,000 47,000 65,000 70,000 10,000 116,000 40,000 21,000 226,000 offered on plan date Number of shares that can be subscribed or purchased by: • Corporate officers (*) 851 2,000 5,670 13,550 32,000 20,000 30,000 45,000 48,000 0 115,000 40,000 10,000 97,000 • First 10 employees 10,910 0 10,015 0 0 0 11,000 0 12,000 0 1,000 0 11,000 43,000 beneficiaries Options exercise start Apr 26th, Dec 14th, Apr 26th, Dec 13th, Apr 25th, Apr 30th, May 1st, May 1st, Apr 29th, Apr 29th, Jul 11th, Apr 27th, Apr 27th, Apr 27th, date 2006 2006 2007 2007 2008 2009 2009 2009 2010 2010 2010 2013 2011 2011 Apr 25th, Dec 13th, Apr 25th, Dec 12th, Apr 25th, Apr 30th, Apr 30th, Apr 30th, Apr 28th, Apr 28th, Jul 10th, Apr 26th, Apr 26th, Apr 26th, End date 2008 2008 2009 2009 2010 2011 2011 2011 2012 2012 2012 2014 2013 2013 Subscription or exercise €20.21 €16.86 €16.69 €15.57 €13.91 €15.94 €23.43 €23.43 €42.32 €42.32 €39.42 €40.56 €40.56 €40.56 price Shares subscribed or purchased at 70,547 23,000 32,815 6,450 0 0 0 0 0 0 0 0 0 0 Dec 31st, 2007 Stock options or war- 291,000 55,000 27,500 5,000 5,000 24,000 6,000 20,000 10,000 10,000 0 0 0 13,000 rants cancelled Remaining number of stock 11,953 2,000 15,685 13,550 32,000 20,000 41,000 45,000 60,000 0 116,000 40,000 21,000 213,000 options or warrants

(*) This figure includes corporate officers from Group subsidiaries. NB: The plans n°1 to 4 have ended. No more options may be exercised in connection with these plans.

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6.0 R

6.0 Recent developements and outlook

See the Management report page 50 and following.

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2 0 M

02 Management report P. 50 1.  Management report

P. 79 2. Five-year financial summary

P. 80 3. Chairman of the Board of Directors’ report

P. 90 4. Statutory Auditors’ report on the report of the Chairman of the Board of Directors

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1 .0 M

1.0 Management report

Board of Directors’ report on operations for the accordance with IFRS, as adopted within the European Union. year ended December 31st, 2007, presented at The IFRS framework includes the International Financial the combined general shareholders’ meeting on Reporting Standards (IFRS), International Accounting April 24th, 2008 Standards (IAS), and their interpretations by the International Financial Reporting Interpretations Commit- tee (IFRIC). Dear Shareholders, The accounting rules and valuation principles retained for As required under French Law, your Board of Directors drawing up the consolidated financial statements at December is pleased to report on the activities of your Company, its 31st, 2007 are those contained in the IFRS standards and subsidiaries and the Group during the financial year ended interpretations published in the European Union’s official December 31st, 2007, presenting the results of its activity gazette on December 31st, 2007, the application of which is and the outlook for the future, and lastly, submitting the compulsory as of this date. Any standards or interpretations balance sheet and annual statutory and consolidated financial adopted by the IASB or IFRIC but not yet made compulsory by statements for the year then ended for your approval. the European Union at December 31st, 2007 have not been applied.

1. Activity and results of the company, APRIL GROUP: its subsidiaries and the Group In a market that is expected to be down slightly, dropping The annual financial statements at December 31st, 2007 that by around -1.2%, APRIL GROUP’s revenues were up 16.1% we are submitting for your approval have been drawn up in and 83.8 million euros to 604.2 million euros. On a constant accordance with the rules of presentation and the valuation structural basis, organic growth came out at 12.8% and methods provided for under the regulations in force in 68.3 million euros, with the impact of external growth France. representing 15.5 million euros.

Pursuant to European Regulation 1606/2002 of July 19th, External growth has been driven by several key strategies: 2002, the consolidated financial statements that we The strengthening of positions on the corporate market, are submitting for your approval have been drawn up in with the acquisition of the Assinco Group;

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The internationalization of activities with the acquisition GROUP COMPANIES: of investment policies without any profit-sharing. The of Dave Rochon Assurances Inc. and ESCAPADE Assurances premium income generated is not recognized in revenues on Voyages in Canada, the creation of APRIL CEE Development in Health and personal protection account of the accounting treatment for this type of policy Hungary and APRIL Mediterranean and Axeria Re in Malta; The health and personal protection business once again under IFRS. The development of activities in French overseas achieved double-digit growth, up 12.8% (+12.4% like- departments and territories, with the acquisition a 38.2% for-like) to 394.1 million euros, representing 62.6% of Holding company stake in ASSURDOM Gestion; revenues compared with 65% in 2006 on a constant The holding company – APRIL GROUP SA – does not generate The positioning on niche markets with the acquisition of accounting method basis, before the elimination of inter- revenues on account of its activity to steer and manage the a 75% stake in AMT Assurances, specialized in motorcycle branch transactions for 25.2 million euros. Operating income Group. Its financial income, primarily linked to dividends from insurance policies. came to 93 million euros, with 56.2 million euros in net subsidiaries, came to 104 million euros, with 104.7 million income (Group share). euros in net income. 2007 was also marked by the launch of activities for a number This growth has been driven by all of this branch’s lines: APRIL GROUP does not bill Group companies for any services of projects carried out by Axeria Vie, Solucia Protection individual health and personal protection, group health and provided. Juridique, APRIL Santé, APRIL Corporate Broking, Solidaris, personal protection, borrower insurance. Redcoxx and APRIL Cover. Investments and financing The Group’s international activities now account for 5.1% Property and casualty insurance Acquisitions : of total business, compared with 4% in 2006. In this way, The property and casualty business rose 22.5% (+13.6% - In 2007, the Group acquired the following companies: revenues generated outside of France came to 31 million like-for-like) to 218.3 million euros, accounting for 34.6% of AMT, ESCAPADE Assurances Voyages, Dave Rochon euros at the end of 2007. total revenues compared with 33.2% in 2006 on a constant Assurances Inc., Assinco and its 16 subsidiaries. accounting method basis. Its contribution to operating - APRIL GROUP SA also bought out minority interests in At the end of 2007, 34 companies were consolidated for tax income came to 19.6 million euros, with 14.9 million euros in APRIL Financial Services AG and APRIL Germany, giving it purposes, with APRIL GROUP SA representing the head of the net income (Group share). 84% and 100% stakes respectively in these companies. group, enabling the Group to generate a tax consolidation Creations : premium of 8.9 million euros in 2007. Savings In 2007, the following companies were created: APRIL North Savings revenues are up 67.3% in relation to 2006, coming America, APRIL Réunion, APRIL Mediterranean, Axeria Re, In 2007, consolidated net income totaled 72.5 million euros, out at 16.9 million euros compared with 10.1 million euros Axeria Courtage, APRIL Alpha, APRIL Omega, APRIL Delta, with the net Group share coming out at 72.1 million euros. the previous year. In 2007, Axeria Vie launched the marketing APRIL Gamma, APRIL Kappa and APRIL Sigma.

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All of the investments carried out were self-financed. - Ensure profitable development on property and casualty 3. Allocation of income The Group’s financial debt came to 30.3 million euros, insurance for retail clients, compared with 8.1 million euros in 2006, primarily comprising: - Diversify its offerings on high-growth and high-profitability In light of the statutory financial statements for the year ended 15.1 million euros in financial liabilities resulting from niches, increasing the number of opportunities for December 31st, 2007, with a profit of 104,657,613.89 euros, commitments to buy out minority interests; partnerships with its distributors, we propose the following allocation: 10.7 million euros in borrowings from credit institutions, - Become the reference partner for its distributor clients 3,147.36 euros to “legal reserves”; primarily due to the new companies included in the basis while cultivating its positioning as a global and segmented 17,956,678.08 euros to shareholders as dividends; for consolidation; player, The balance, i.e. 86,697,788.45 euros, to “other reserves”. 3 million euros in other debt (lease financing, other financial The development of distribution in order to : debt); - Provide an increasingly differentiating quality of service As such, each of the 40,810,632 shares comprising the share 1.5 million euros for a subordinated loan. to agent and broker partners, ramping up initiatives to capital is to be paid a net dividend of 0.44 euros. consolidate mutual relations, - Develop partnerships with key account clients, In accordance with the legal provisions in force since January 2. Post-balance sheet events and outlook - Develop direct distribution for retail and corporate 1st, 2005, this dividend will not be accompanied by an avoir for 2008 clients; fiscal tax credit. However, in accordance with the provisions The internationalization of its activities in order to: of Article 158-3-2 of the General French Tax Code (Code Post-balance sheet events: - Duplicate the wholesaler model with international Général des Impôts), only individual shareholders will be brokerage networks, capitalizing on our channel entitled to a rebate equal to 40% of the amount of the There are no significant events to report after December management expertise, dividend paid out. 31st, 2007. - Take up positions to accompany major clients in Europe on certain business lines, This dividend is to be paid out on Monday May 5th, 2008. Outlook: - Get our insurance companies to accompany the If the company were to hold any of its own shares as on international development of the Group’s brokerage the date that these dividends were paid out, the sums APRIL GROUP is pursuing its growth policy based on three key companies. corresponding to dividends not paid out on account of such strategies: shares would be allocated to retained earnings. The development of its offering in order to: External growth, in line with an opportunistic acquisition - Capitalize on the numerous opportunities opened up by strategy, is enabling the Group to incorporate new product the development of the supplementary health market in or channel expertise. France, - Consolidate its leadership on individual loan insurance, For 2008, APRIL GROUP is maintaining a revenue growth - Become a reference player in terms of group social protection, target of 15%. - Pursue the development of savings-pension offerings,

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4. Dividends over previous years This compensation must reward their commitment, factoring in sustainable development. Known as the Bilan Carbone® all the phases for their work: preparation, holding of sessions, or carbon review, this analysis will open up a wide range In accordance with the provisions of Article 243 ii of the General follow-up on decisions and actions. of applications. For APRIL GROUP, this will notably involve French Tax Code, we would like to remind you that dividends On this basis, we recommend allocating directors’ fees in line estimating the greenhouse gas emissions that are directly paid out over the previous three years were as follows: with the following principle: attributable to its activity, simulating the introduction of For each Supervisory Board/Board of Directors session: a carbon tax and evaluating the inherent financial risks or Revenues eligible 1,500 euros even communicating with staff, customers, shareholders for rebate Revenues For each Sustainable Development Committee session: and suppliers on the strategy and actions implemented in YEAR not eligible ® Other 1,000 euros this area. Within this framework, the Bilan Carbone will for for rebate Dividends revenues For each Investment Committee or Insurance Committee instance measure the direct use of energy at sites, employee paid out session: 1,000 euros business trips, the quantity of mail sent out each day, 2004 €8,895,856.86 - - purchases of paper, office supplies, printer consumables and We therefore recommend setting the total amount of fixed assets (surface areas of the sites and parking facilities 2005 €13,395,354.39 - - directors’ fees awarded to directors for 2007 at 80,000 used, IT equipment, company vehicles, etc.). All criteria that euros in light of their participation in these various bodies. will make it possible to map out and implement a plan to 2006 €16,292,779.20 - - manage and reduce greenhouse gas emissions. They will be paid by bank cheque. Social consequences 5. Non-deductible charges and expenses 7. Social and environmental consequences Workforce and staffing structure In accordance with the provisions of Articles 223 iv and of activities APRIL GROUP saw its workforce increase by 25% in 2007, 223 v of the General French Tax Code, you are hereby in light of the recruitments made necessary by its internal informed that the financial statements for the fiscal year just Environmental consequences growth and the creation of new business units, as well as the ended included a charge of 13,813 euros, corresponding to new companies that have joined the Group, including Assinco non-deductible expenses for tax purposes. Through its business, APRIL GROUP has a relatively limited and ASSURDOM. impact on the environment. However, the Group is looking into ways to improve this environmental impact. In this way, 6. Director’s fees APRIL GROUP is further strengthening its commitment to sustainable development by carrying out an in-depth review The Group would like to submit a proposal at the General of greenhouse gas emissions. This process aims primarily Meeting for 2008 for the directors’ fees to be allocated to combine environmental standards with optimizing costs. as compensation for the actions of the members of the In this way, the Group’s 61 companies have taken part in Supervisory Board and Board of Directors in 2007. the survey developed by Écosur, a company specializing in

53 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 5% 11% Vocational/technical certificate 36% High school diploma 12% 1.0 Management report Undergraduate Graduate 5% Post-graduate 18%11% Other or none 18% Vocational/technical certificate 36% High school diploma 12% Breakdown by gender Women employees account for the majority of the workforce. Breakdown by region Undergraduate Graduate 100% The Group offers possibilities to take on responsibilities 100% Post-graduate 33% 30% 80% 29% 31% without discrimination. 2007 saw women confirmed in mana- 18%2006 Other or none 100%80% 33% 29% 30% 31% 2007 60% gement positions, moving close to parity. 18% 5% 33% 30% 4% 4% 60%80% 29% 31% 10% 40% 15% 60% 67% 71% 70% 69% 40% 67% 71% 70% 69% Breakdown by level of education in 2007 64% 57% 20% Men 20%40% 0% 67% 71% 70% 69% WomenMen 15% 13%2006 2007 20%0% 2004 2005 2006 2007 MenWomen 2004 2005 2006 2007 4% 4% 5% 0% Women 5% 13%10% 2004 2005 2006 2007 11% 15% 64% Vocational/technical certificate Rhône-Alpes Greater Paris Region Other regions57% Breakdown by age group 36% High school diploma 12% French overseas15% International Undergraduate 13% 6% 7% 7% 8% Graduate 100% 6% 7% 7% 8% 100% 12% 14% 14% Post-graduate 13% 20% 80% 12%6% 14%7% 14%7% 8% A significant level of development was seen in 2007 on French 100%80% 20% 18% Other or none Rhône-Alpes 60% 12%44% 14%42% 14%41% 18% overseas departmentsGreater and Paris international Region business:Other regions +7% in 60%80% 42%20% 44% 42% 41% >50 relation2006 to 2006, despite the Group’s2007 general growth. 40% 42% >50 French overseas International 60% 41/50 4% 40% 44% 42% 41% 2% 1% 2% 20% 38% 37% 38% 30%42% 31/40>5041/50 20%40% 38% 37% 38% 30% Seniority Breakdown by sector 0% <3041/5031/40 45% 2006 49% 20%0% 200438% 200537% 200638% 200730% 31/40<30 The average level of seniority within2007 the Group is five years. 2004 2005 2006 2007 4% 5% 0% <30 4% 2006 2007 2004 2005 2006 2007 10% 52% Despite the various acquisitions, the average age is still young, 15% 4% 64% 57% 2% 1% 2% some way lower than for the brokerage market in general. 45% 15% 45% 49% 13% Property Heath and Life and savings BreakdownExecutives by gender and level of responsibilityManagers Non-managers and casualty personal protection Executives Managers Non-managers 13% 52% Other 100% 100% 100% 100%Executives 100%Managers 100%Non-managers Rhône-Alpes Greater27% Paris24% Region24% 25%Other regions 45% 80% 80% 80% 24% 24% 100%80% 59% 57% 100%80% 47% 47% 48% 46% 100%80% 27% 25% 76% 70% 47% 47% 48% 46% French overseas International 60% 59% 57% 60% 60% 27% 24% 24% 25% Property Heath and Life and savings 80% 76% 70% 80% 80% 60% 60% 47% 47% 48% 46% 60% and casualty personal protection 40% 59% 57% 40% 40% 73% 76% 76% 75% 76% 70% 40%60% 40%60% 53% 53% 52% 54% 40%60% 73% 76% 76% 75% Other 20% 43% 20% 20% 41% 53% 53% 52% 54% Men 20%40% 24% 30% 43% 20%40% 20%40% 30% 41% 73% 76% 76% 75% WomenMen 0% 24% 0% 53% 53% 52% 54% 0% 20%0% 2004 2005 200641% 200743% 20%0% 2004 2005 2006 20072006 20%0% 2004 2005 20072006 2007 MenWomen 24% 30% 2004 2005 2006 2007 2004 2005 2006 2007 2004 2005 2006 20074% 0% 0% 2% 1%0% 2% Women 2004 2005 2006 2007 2004 2005 2006 2007 2004 2005 2006 2007 45% 49%

52% 54 Return to the contents section

45% WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce

Property Heath and Life and savings and casualty personal protection Other 1.0 Management report

Changes in the workforce Training

2005 2006 2007 2005 2006 2007

Average headcount 1,458 1,887 2,446 Training costs/payroll 4.4% 3.5% 3.4% Number of permanent contract arrivals 334 316 447

% of average headcount 23% 17% 19% A relative reduction in training spending was recorded, but Number of permanent contract departures 179 163 257 the amount committed was up 14% in value terms over 2007. The arrival of new companies within the Group is affecting % of average headcount 12% 9% 10.5% the genuine training effort made by other Group companies. Number of fixed-term contract arrivals 167 199 154 The total cost of training, including staff wage costs during training time, represents 6% of the payroll. % of average headcount 12% 11% 6% Number of fixed-term contract departures 171 157 180 % of average headcount 12% 8% 7 8. Description of the main risks

Despite the changes in the Group’s format, the turnover Compensation Identification of risk factors rate (number of departures excluding fixed-term contracts/ headcount) has remained stable at 11.3%, compared with 2005 2006 2007 The risk manager is responsible for the overall management 13.5% in 2005 and 10.5% in 2006. A reduction in the use of of risks within the APRIL GROUP. Total compensation (€’000) 58,062 71,735 78,602 “short-term” contracts (fixed-term contracts) has been seen Within this framework, the risk manager has been tasked to in favor of permanent contracts. identify the main risk factors defined in the APRIL GROUP Profit-sharing (€’000) 7,274 7,612 8,258 risk repository: financial risks, risks relating to businesses Internal mobility and insurance operations, operational risks, accounting risks, Average compensation (€) 31,927 32,439 32,752 strategic risks and legal non-compliance risks. 2005 2006 2007 Number of transfers between External staff The risk manager identifies new risks based on feedback from 47 40 61 two Group companies the risk mapping interviews, the information available or Number of transfers within 2005 2006 2007 exchanges with risk or insurance professionals, and members 132 126 174 the same company of the Sustainable Development Committee. Cost of external staff (€’000) 4,029 5,423 5,911

Number of hours worked The Group’s growth is opening up more opportunities for staff: 76,192 54,601 59,514 by temps close to 10% of them took on new responsibilities in 2007.

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Lastly, he works with the findings and recommendations set This concerns several types of assignments: cross-business Market risk (interest rate, foreign exchange, equity, credit) out by the internal audit manager in connection with their assignments and optimization issues, specific audit and audit assignments and the assignments carried out by other control assignments, assignments to monitor companies Link between the business and the risks identified players, including financial controllers, business division that have recently been incorporated into the Group, APRIL GROUP’s business is based around two key areas auditors, Statutory Auditors, etc. and assignments to follow up on previous audits. These with significantly different approaches to market risks: assignments are carried out in line with the internal audit brokerage, which does not expose the Group to market The risk manager informs and advises the Group Committee, charter, a set of standards that all of the managers of Group risks, and insurance companies, for which market risk and reports on this mission to the Sustainable Development companies are familiar with. management represents one of their core businesses. Committee. A written report is drafted along with a synopsis of the Brokerage Each type of risk is subject to an in-depth review, with a risk recommendations issued further to all such missions, rated Through its activity and financial model, where cash-flow map and action plan drawn up for each company, aimed based on three categories: high risk, moderate risk and generates a negative working capital requirement, the at eliminating, transferring or reducing the residual risk. low risk. For each recommendation, a deadline is set and a brokerage business enables the Group to achieve a particularly The company’s managers are responsible for implementing manager appointed. low level of debt (total financial debt of only 30,305 thousand the action plan defined in connection with the audits or euros on the consolidated balance sheet) and a very high level mappings, formally reporting on them at least once a year at The application of recommendations is monitored through of liquidity (177,718 thousand euros in net cash and cash June’s Strategic Committee meeting. follow-up missions during which progress made against the equivalents on the consolidated balance sheet). planned deadlines and recommendations is checked. The Group’s financial debt primarily comprises a subordinated At the same time, the Group internal audit manager ensures loan representing 1,524 thousand euros, 10,703 thousand the coherency and efficiency of internal control within Group In 2007, 12 internal audit missions were carried out in eight euros in various bank borrowings, 2,294 thousand euros companies. Lastly, he coordinates and controls the activities Group companies, notably covering the following issues: in credit current accounts and 15,118 thousand euros in of all the Group’s internal audit departments. intellectual protection within the Group, review of insurance financial liabilities resulting from commitments to buy out policies, application of the French law on intermediation, pre- minority interests. An annual audit plan is drawn up, factoring in the exposure to closing process, compensation and IT risks. In addition, two risks in the various Group companies. This plan concerns all integration follow-up audits were carried out on companies The Group’s cash-flow, excluding current bank borrowings, is the companies in the Group. The plan for Year N is validated that joined the Group in 2005. invested in full in short-term financial investments (96,568 at the end of Year N-1 by the Group Committee. It is formally thousand euros at December 31st, 2007) primarily through a reviewed and presented to the Sustainable Development All of this work aims to consolidate the internal control dedicated “monetary equivalent” UCITS (APRIL Trésorerie). Committee twice a year for follow-up. It may also be updated process within Group companies. as and when necessary according to the priorities identified Insurance companies over the course of the year. One of the basic functions of the insurance business involves investing premiums received from clients, pending payments for any claims incurred.

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Asset management, i.e. the choice of asset categories and Liquidity risk: The following table presents a detailed breakdown of the investment vehicles, therefore represents an essential portfolio’s equity risk exposure by region at December 31st, element for the management of insurance companies. On account of the Group’s asset-liability management 2007: In order to improve performance levels, the financial approach, this risk is not significant. management of the Group’s insurance portfolios is delegated EQUITY RISK EXPOSURE BY Other to a qualified external service provider. Equity risk: Europe US Total REGION regions (In thousand euros) The management of assets and liabilities makes it possible The Group’s insurance companies invested 17% of their to maximize the match between the rate of future payments portfolios in equities, with the French Insurance and Mutual Equities and the investment of these premiums in various categories Supervisor (Autorité de Contrôle des Assurances et des Equity UCITS 49,328 2,172 51,500 of assets. Mutuelles) capping this amount at 65% of regulated assets. PORTFOLIO TOTAL 49,328 2,172 51,500 As such, the companies have adopted a highly cautious % 95.8 % 4.2% 100.0% Risk assessment approach in relation to regulatory requirements. At December 31st, 2007, APRIL GROUP, through its insurance Investments are made exclusively through UCITS, enabling companies and primarily Axéria Prévoyance and Axéria IARD, a better distribution of risks. These UCITS are based on Foreign exchange risk: had a financial investment portfolio with a market value of shares from various sectors – banking, insurance, mass 309,797 thousand euros, based on the following breakdown: retail, cosmetics, industry, etc. – primarily covering Europe, All of APRIL GROUP’s portfolio is invested in euros, but there including France, as well as Japan on an ancillary basis. may be an indirect foreign exchange risk on account of the underlying resources (notably equity UCITS). Unrealized capital In thousand euros Market value % Historical cost gains or losses The following table presents the portfolio’s exposure to Bonds 178,366 58% 183,158 -4,792 currency market risks as at December 31st, 2007: Bond UCITS 0 0% 0 0 Bond Total 178,366 58% 183,158 -4,792 Equities 0 0% 0 0 FOREIGN EXCHANGE RISK EXPOSURE Total % Equity UCITS 51,500 17% 41,654 9,847 (In thousand euros) Equity Total 51,500 17% 41,654 9,847 Financial assets denominated in EUR 305,954 98.8 % Other 25,760 8% 24,729 1,031 Monetary 54,171 17% 53,683 488 Financial assets denominated in GBP 2,411 0.8 % PORTFOLIO TOTAL 309,797 100% 303,224 6,573 Financial assets denominated in USD Of which, Axeria Prévoyance 197,761 64% 194,128 3,633 Financial assets denominated in other 1,432 0.5 % Of which, Axeria IARD 62,693 20% 60,847 1,845 currencies Of which, other companies 49,343 16% 48,248 1,095 PORTFOLIO TOTAL 309,797 100.0 %

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Interest rate risk:

APRIL GROUP’s portfolio is made up primarily of bonds and risk for fixed-rate bonds and a cash-flow risk on coupons for bond UCITS, and is therefore exposed to an interest rate variable-rate bonds. The following table presents the portfolio’s risk. More specifically, this concerns a fair value impairment interest rate risk exposure at December 31st, 2007 by maturity:

INTEREST RATE EXPOSURE BY MATURITY (In thousand euro) < 1 year < 2 years < 3 years < 4 years < 5 years > 5 years TOTAL

Bonds exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 Bond UCITS exposed to fair value risk Derivative assets exposed to fair value risk Other financial assets exposed to fair value risk Financial instruments exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 Bonds exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649 Bond UCITS exposed to cash-flow risk Derivative assets exposed to cash-flow risk Other financial assets exposed to cash-flow risk

Financial instruments exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649

PORTFOLIO TOTAL 30,896 21,259 12,073 30,014 13,149 70,975 178,366 % 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 100.0%

Credit risk: CREDIT RISK EXPOSURE BBB+ to BY ISSUER RATING (1) N.D. AAA AA A+ to A- < BBB- TOTAL BBB- (In thousand euros) APRIL GROUP is exposed to a credit risk through the issuers of bonds held in its portfolio. However, this risk is limited Credit-risk exposed bonds 1,003 78,913 28,766 53,718 15,966 178,366 thanks to the stringent selection of issuers (over 90% of Credit-risk exposed bond UCITS bond assets are issued by at least A-rated companies). The table opposite presents a breakdown of the bond TOTAL BOND PORTFOLIO 1,003 78,913 28,766 53,718 15,966 178,366 portfolio at December 31st, 2007 by issuer rating: % 0.6% 44.2% 16.1% 30.1% 9.0% 100.0%

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Furthermore, APRIL GROUP’s portfolios do not include any whose solvency is recognized: over 75% of reinsurance book income, unrealized capital gains or losses, etc.) and a CDO or other securitization vehicles. transfers are carried out with reinsurers that are rated at summary of performances and various levels of exposure to APRIL GROUP is also subject to a credit risk through least A by Standard & Poor’s. the markets, the financial portfolio is monitored on a monthly reinsurers, to which companies transfer part of the risks on basis. their insurance policies. At December 31st, 2007, the breakdown of reinsured The Group only works with a restricted number of reinsurers premiums by reinsurer rating was as follows: The members of the Finance Committee, the APRIL GROUP’s governance body, include the heads of the various companies as well as representatives from the authorized manager. This BREAKDOWN OF PREMIUMS CEDED BBB+ to N.D. AAA AA A+ to A- < BBB- TOTAL BY REINSURER RATING (%) BBB- Committee meets every quarter and plays an essential role in the monitoring and management of market risks. During its % of premiums ceded 22.7% 1.3% 52.6 % 23.0% 0.4% 100.0% meetings, it is responsible for analyzing the various markets as well as the economic and financial environment, taking Sensitivity of the securities portfolio: the main financial market indexes such as the EUROSTOXX stock of management over the past period, and setting the 50. In this way, a 10% reduction in the EUROSTOXX 50 index general financial management strategies, as well as future Fixed-income markets would result in a 5,251 thousand euro reduction for the management restrictions. On a regular basis, i.e. every quarter, a report presenting entire portfolio. the sensitivity of the portfolio and liabilities to changes in Legal risks: interest rates is submitted to the supervisory authorities. Monitoring procedures and resources in place With a view to improving performance and building up a The legal policy, notably in terms of corporate law, stock At December 31st, 2007, the average sensitivity of APRIL clearer picture of market risks, the asset management markets, tax optimization and monitoring, is overseen by the GROUP’s bond portfolio to changes in interest rates came activities of insurance companies are delegated to a APRIL GROUP Legal Affairs and Risk Division. out at 2.79 (2.40 at December 31st, 2006). If we factor in specialized management company, accredited by the French the entire portfolio (including equities and other assets), this securities regulator (Autorité des Marchés Financiers, AMF). At the same time, any legal developments impacting our drops 1.61 (1.56 at December 31st, 2006). business are tracked and covered by action plans drawn up This means that if interest rates go up by 1 point in absolute Under this delegation, limits are set in terms of the by companies’ operational legal departments. For instance, value (e.g. if they rise from 4% to 5%), APRIL GROUP’s percentage of the portfolio that may be invested on a working group has analyzed the consequences of the new portfolio value would drop 1.61%. various bond and equity resources (dispersion ratios, intermediation regulations, issued recommendations for the influence ratios, restrictions in terms of issuer ratings, etc.). various business divisions, and drawn up action plans for all Equity markets of the Group’s companies. The equity portfolio is sensitive to an upturn or downturn on In addition, the French Insurance Code, which governs the financial markets for shares. insurance companies, also sets investment caps. In accordance with regulations, the operational activities of In this respect, and in light of the portfolio’s makeup, the risk Thanks to comprehensive reports provided by the authorized Group companies are covered by a broker civil liability policy, on the equity portfolio can be assimilated with the risk on manager, notably including accounting elements (inventory, extended to include banking and financial prospecting activities.

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In addition, a specific civil liability policy has been taken out The reduction in other provisions for contingencies and Industrial and environmental risks on franchiser activities. The legal departments in the various losses reflects the relocation processes carried out for Group companies are responsible for constantly checking the several Group companies. On account of the nature of its activity (insurance services), suitability of coverage in view of changes in their companies’ Provisions for disputes primarily correspond to disputes the Group is not concerned by such risks. activities. linked to the operational activities of APRIL Group companies, none of which represent a significant amount on their own. As far as intellectual property-related risks are concerned, and further to the inventory of brands and internet domain names drawn up in 2005, further work has been carried out Provisions for contingencies and losses on registrations and filings by the APRIL GROUP Legal Affairs and Risks Division both in France and at international level. BREAKDOWN OF PROVISIONS Changes in Dec 31, 2006 Increase Reduction Dec 31, 2007 Most filings are centralized with service providers that have (In thousand euros) Scope been referenced by APRIL GROUP in order to ensure the most Provisions for disputes 3,021 -5 696 -621 3,091 effective protection possible. Administrative follow-up is Provisions for pensions 3,996 1,138 518 -125 5,527 centralized by the Group Legal Affairs and Risks Division. Other provisions for contingencies 8,430 255 2,252 -5,278 5,659 and losses TOTAL PROVISIONS FOR CONTINGENCIES Disputes AND LOSSES 15,447 1,388 3,466 -6,024 14,277

Provisions have been booked for any significant disputes based on the best possible estimates in view of the elements Insurance and risk coverage The risk manager regularly carries out an analysis of the main available at the close of accounts. insurance policies taken out by Group companies in order to A number of specific insurance programs have been put in ensure that the cover in place is sufficient and adapted to place for the needs of APRIL GROUP companies. The types of their activities. policies concerned are as follows: To the best of the issuer’s knowledge, there are no other legal All of the abovementioned policies have been taken out with disputes that could have a significant impact on its financial Civil liability for executives, companies outside of the Group, except for the personal position, assets, business or results. The main actuarial Broker professional liability, protection program, which has been taken out with Axeria assumptions retained as Group standards for determining Franchiser professional liability, Prévoyance, which is part of the Group. provisions for retirement benefits are as follows: Financial guarantee, Discount rate: 4% Universal systems risks, Rate of increase in salaries: 2% Universal site risk, Rate of inflation: 2% Supplementary health and personal protection.

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The following table outlines the various policies and their guarantees acquired set against the expansion of the Group’s 9. Information on the share capital and voting level of cover: activities, in terms of both their nature and their volume. rights

Insurer POLICY TYPE Cover Deductible Breakdown of the share capital and voting rights (External / Internal) 7.5 million euros (sub-cap of 3.75 In accordance with the provisions of Article L. 233-13 of the Executive liability EXTERNAL No deductible million euros for non-seperable liability) French Commercial Code, and on account of the information

7 million euros or 7.6 million euros and notifications received pursuant to Articles L. 233-7 15,000 euros or 150,000 depending on the business and L. 233-12 of the said Code, the shareholders directly Broker professional liability EXTERNAL euros depending on the of the company concerned company concerned or indirectly owning more than 5%, 10%, 15%, 20%, 25%, (all damages included) 33.33%, 50%, 66.66% or 95% of the share capital or voting Franchiser professional liability EXTERNAL 750,000 euros per claim 7,000 euros rights at General Meetings are as follows: At December 31st, 2007: Financial guarantee EXTERNAL 115,000 euros No deductible euros Evolem (a majority of which is controlled by Bruno Rousset) owned over 50% of the share capital and over 66.66% of 5,106,170 euros (cost of replace- Universal systems risks EXTERNAL 1,500 euros ment with new equipment) voting rights; Maximum commitment of up FMR Corp. and Fidelity Investment International, on behalf Universal office risks EXTERNAL to 13.6 million euros (as-new value 1,804 euros of the mutual funds managed by their subsidiaries, own of furniture, material, goods) more than 5% of the share capital and voting rights. Supplementary health and INTERNAL (Axeria Prévoyance) Standard guarantee for management No deductible personal protection for personal protection and non-management staff Shares held by these shareholders have not been pledged

In 2007, the following policies were fully overhauled by the Other specific risks Changes to the breakdown of share capital and voting Risk Manager: The risk factor identification process presented above and rights in the fiscal year just ended Broker professional liability; more specifically the implementation of mapping processes In 2007, to the best of the company’s knowledge, no Financial guarantee; in virtually all of the Group’s operational companies made disclosure thresholds were passed. Banking and financial prospecting; it possible to identify a series of untreated operational or Universal office risks; strategic risks, both in-house and externally, with the level of Change in the market value of shares Universal IT risks. effective control assessed in each case. APRIL GROUP’s share opened at 36.60 euros on January 2nd, On this basis, various internal control projects and potential 2007 and closed out the year on December 31st 2007 at The policies have been fully reviewed and new policies taken subjects for internal audits have been identified. In 2008, 46.15 euros, up 26.09% over the year. out for 2008. The insurers selected for these new policies they will be incorporated into the audit plans at Group, are still outside of the Group. This review is in line with a division and company levels, based on an iterative quality commitment to managing risk transfer costs more effectively loop, with the risk mappings for 2008. within the Group, combined with an optimization of the

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10. Employee share ownership 11. Information on corporate officers 1. The total compensation and benefits of all types paid during the year to each corporate officer and the compensation and In accordance with the provisions of Article L. 225-102 of At the General Meeting on August 28th, 2007, shareholders benefits of all types that each of the said officers received the French Commercial Code, we are reporting on employee voted to modify the company’s means of administration and during the year from controlled and controlling companies as shareholding as on the last day of the financial year, i.e. at management with the adoption of the Board of Directors per Article L. 233-16 of the French Commercial Code. December 31st, 2007, representing 0.43%, of which 0.26% system, replacing the system based on Executive and under a company savings scheme (mutual fund investing in Supervisory Boards. APRIL shares). Pursuant to the new provisions of the new economic regulations law (Loi sur les Nouvelles Régulations Economiques) of May 15th, 2001, incorporated into Article L. 225-102-1 of the French Commercial Code, you are hereby informed of:

Compensation paid in 2007 by APRIL GROUP, controlled companies and the controlling company

Gross compensation (in euros) Total Compensation-related Benefits NAME FUNCTION Fixed Variable Exceptional Director’s fees compensation commitments in kind

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007

Chairman of the Bruno ROUSSET 55,000 41,435 0 0 0 0 0 0 0 0 55,000 41,435 0 0 Board of Directors(3)

Xavier COQUARD Director (3) 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Vanessa ROUSSET Director (3) 100,000 100,000 0 0 0 0 0 0 3,132 3,132 103,132 103,132 0 0

Fédération Continentale repre- sented by Stéphane Dedeyan Director 0 0 0 0 0 0 4,000 1,000 0 0 4,000 1,000 0 0 (until December 2006)

Sylvie ROUSSILLON Director 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 0 (until December 2006)

Guy RIGAUD Director (3) 0 0 0 0 0 0 13,000 17,000 0 0 13,000 17,000 0 0

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Gross compensation (in euros) Total Compensation-related Benefits NAME FUNCTION Fixed Variable Exceptional Director’s fees compensation commitments in kind

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 Bernard BELLETANTE Director (3) 0 0 0 0 0 0 13,000 14,000 0 0 13,000 14,000 0 0 Jean-Claude AUGROS Director (3) 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 0 Philippe MARCEL Director (3) 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 Gilles DUPIN Director (4) 0 0 0 0 0 0 3,000 3,000 0 0 3,000 3,000 0 0 Jean GATTY Director 0 0 0 0 0 0 12,000 14,000 0 0 12,000 14,000 0 0 (until December 2006) Gilles PARDI Director (3) 0 0 0 0 0 0 0 4,000 0 0 0 4,000 0 0 André ARRAGO Director (3) N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 Jean-Yves NOUY Director (3) N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 Chairman of the Dominique CHALOPIN Executive Board 237,131 214,732 149,429 160,000 0 0 0 0 6,168 6,168 392,728 380,900 355,696 (1) 322,098 (1) (until Aug 28,) (4) Executive Board Patrick PETITJEAN member (until 220,200 213,000 140,000 140,000 0 0 0 0 7,200 16,168 367,400 369,168 330,300 (1) 319,500 (1) Aug 28, 2007) (4) Executive Board 321,727 Erick BERVILLE member (until 182,685 127,311 86,000 70,000 0 0 0 5,481 3,744 274,166 522,782 274,027 (1) 0 (2) Aug 28, 2007) (4) Executive Board Daniel COLLIGNON member (until 135,208 250,000 0 110,000 0 0 0 0 0 8,555 135,208 368,555 300,000 (1) 375,000 (1) Aug 28, 2007) (4)

(1) Compensation due in the event of dismissal The variable compensation packages paid out in 2007 are based Furthermore, certain officers have been granted stock options (2) Compensation for dismissal paid in October 2007 (3) Following the change of the company’s management and administration on compliance with the following objectives that were set for as described in Section 5.2.2. of the reference document. structure, with the adoption of the Board of Directors system at the General 2006: In this respect, the Executive Board meeting on April 26th, Meeting on August 28th, 2007, the members of the company’s Supervisory Board became directors. Compliance with budgetary objectives; 2007 decided to award stock options to certain Group (4) Date on which the company changed its management and administration Development of new business; employees and company corporate officers, with its members structure, with the adoption of the Board of Directors system. Development of new business; Steering of companies under specifying that beneficiaries who are APRIL GROUP corporate the responsibility of the head of the division concerned and officers should hold 30% of the shares resulting from the integration of new companies; exercising of their stock options on a registered basis through Compliance with qualitative criteria on customer and to the end of their offices as corporate officers. employee satisfaction.

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2. List of all offices and functions held in any company by APRIL GROUP PRÉVOYANCE Permanent representative Permanent representative FGA SA each officer INDIVIDUELLE SA of APRIL GROUP, Director of APRIL GROUP, Director Permanent representative APRIL Assurances Easyssur SA Member of the Supervisory Board Offices in 2007 of APRIL GROUP, Director Permanent representative FRANCE PLAISANCE Permanent representative APRIL Mobilité of APRIL GROUP, Director ASSURANCE SA of APRIL GROUP, Director Bruno ROUSSET APRIL Italia SpA Permanent representative Director (Italian-law company) Assurtis SA of APRIL GROUP, member of the Supervisory Board Current offices and functions: APRIL Financial Services AG Member of the Permanent representative (German-law company) Supervisory Board CGCA APRIL GROUP SA of APRIL GROUP, Director APRIL Germany AG Member of the Permanent representative (German-law company) Supervisory Board GI2A Chairman and Chief Executive Officer of APRIL GROUP, Director rd, Office ending: April 23 2009 APRIL Iberia SA Director Permanent representative (Spanish-law company) Habitance SA Within the Group of APRIL GROUP, Director Permanent representative APRIL Santé SA Permanent representative of APRIL GROUP, Director Permanent representative Axeria Prévoyance SA AMT Assurances SA of APRIL GROUP, Director of APRIL GROUP, Director Permanent representative Permanent representative APRIL Marketing Solutions SA Permanent representative Axeria Iard SA of APRIL GROUP, Director APRIL Iard SA of APRIL GROUP, Director of APRIL GROUP, Director Permanent representative Permanent representative APRIL Réunion SA Permanent representative Axeria Courtage SA of APRIL GROUP, Director Mutant Assurances SA of APRIL GROUP, Director of APRIL GROUP, Director Permanent representative APRIL CEE Development Kft Solidaris Permanent representative Managing Director of APRIL GROUP, Director APRIL Solutions SA (Hungarian-law company) of APRIL GROUP, Director Permanent representative Permanent representative TMS CONTACT Axeria Vie SA of APRIL GROUP, Director APRIL Yacht Broker di of APRIL GROUP, Director Assicurazioni SpA Director APRIL GROUP DOMMAGES Permanent representative Permanent representative (italian-law company) APRIL GROUP VIE ÉPARGNE SA PARTICULIERS SA of APRIL GROUP, Director of APRIL GROUP, Director Permanent representative L&E Title Group Permanent representative Director ASSURDOM Gestion SA of APRIL GROUP, member APRIL Patrimoine SA (English-law company) of APRIL GROUP, Director of the Supervisory Board Permanent representative LETIS Permanent representative ISR COURTAGE SA Director Moral Caraïbes SA of APRIL GROUP, Director (English-law company) of APRIL GROUP, Director Permanent representative Permanent representative APRIL GROUP DOMMAGES Permanent representative Solucia Protection Juridique SA APRIL Immobilier of APRIL GROUP, Director of APRIL GROUP, Director ENTREPRISES SA of APRIL GROUP, Director Member of the Supervisory Permanent representative Permanent representative o Assinco SFG SA APRIL GROUP CORPORATE SA Board of APRIL GROUP, Director f APRIL GROUP, Director

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ESCAPADE Assurances Permanent representative Cogealp SA Member of the Supervisory Board Evolem 1 SAS Voyages Inc. Director of Evolem (Canadian-law company) Permanent representative Haussmann Conseils SA TERRE D’ENTREPRISES SA Member of the Supervisory Board of APRIL GROUP, Director Forum Finances SA Director BANQUE POPULAIRE APRIL Assurances Permanent representative Director Entreprises SA of APRIL GROUP, Director APRIL Alpha Director DE LYON SA APRIL Solutions Permanent representative APRIL Delta Director Entreprises SA of APRIL GROUP, Director Permanent representative Europassur SA APRIL Gamma Director of APRIL GROUP, Director Xavier COQUARD Permanent representative APRIL Kappa Director CIARE SA Current offices and functions: of APRIL GROUP, Director APRIL Sigma Director Permanent representative APRIL GROUP SA SASCO SA of APRIL GROUP, Director APRIL Omega Director Dierrevi SpA Director Director rd (Italian-law company) Outside of the Group Office ending: April 23 , 2009 Permanent representative Chairman of the Board APRIL Cover SA Evolem SA Within the Group of APRIL GROUP, Director of Directors APRIL GROUP PRÉVOYANCE Permanent representative Director APRIL Corporate Broking SA MONCEAU ASSURANCES SA Director INDIVIDUELLE SA of APRIL GROUP, Director Outside of the Group GROUPE NORBERT Member of the Supervisory DOUDET CHARLET SA Member of the Supervisory Board DENTRESSANGLE SA Board Chairman and member TERRE D’ENTREPRISES SA of the Supervisory Board AVS SA Member of the Supervisory Board Permanent representative Kaelia SA Chairman and Chief Executive of Evolem 1 SA DES BROYERS Officer Permanent representative GIE APRIL Technologies EM LYON (Association) Director of APRIL GROUP, Director Permanent representative Offices (outside of the APRIL Group) held over the last five GIE APRIL Courtage VIVIER-MERLE (SC) Co-manager of APRIL GROUP, Director years, but no longer held at present:

GIE La Maison Commune Chairman Offices (outside of the APRIL Group) held over the last five Member of the Supervisory APRIL Assurances SA APRIL North America Inc. years, but no longer held at present: Board Director (Canadian-law company) APRIL DEVELOPPEMENT Dave Rochon Assurances Inc. SA NOW APRIL GROUP Director Director (Canadian-law company) VBS SA Director DOMMAGES PARTICULIERS

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Offices (outside of the APRIL Group) held over the last five APRIL Solutions SA now MONCEAU GENERALE years, but no longer held at present: NA Chairman of the Executive Board APRIL GROUP ASSURANCES Director ASSURANCES (MGA) COLLECTIVES MONCEAU RETRAITE & Chairman of the Supervisory EPARGNE SA Board Bernard BELLETANTE FEDERATION NATIONALE DES GROUPEMENTS DE RETRAITE André ARRAGO Director Current offices and functions: ET DE PREVOYANCE - FNGRP (GIE) Current offices and functions: APRIL GROUP SA SERVICE CENTRAL DES Director APRIL GROUP SA MUTUELLES – SCM (GIE) Director MONCEAU ASSURANCES Director Office ending: April 23rd, 2009 Director Office ending: April 23rd, 2009 DOMMAGES – ASD (GIE) Outside of the Group MONCEAU INVESTISSEMENTS Manager Outside of the Group IMMOBILIERS – MII EUROMED Deputy Chief Executive Officer MONCEAU INVESTISSEMENTS Hannover Re Member of the Executive Board Manager TECHNE SA Director MOBILIERS – MIM La Mutuelle des Transports Member of the Board SOCIETE CIVILE CENTRALE et Artisans of Directors Manager MONCEAU – SCCM Groupement Français Member of the Board Offices (outside of the APRIL Group) held over the last five SOCIETE CIVILE FONCIERE de Caution of Directors years, but no longer held at present: NA CENTRALE MONCEAU – Manager SCFCM Permanent representative Offices (outside of the APRIL Group) held over the last five CYBERLIBRIS SA of MONCEAU INVESTISSEMENTS years, but no longer held at present: NA Gilles DUPIN MOBILIERS (MIM) Permanent representative CENTRALE COURT-TERME Current offices and functions: of MUTUELLE CENTRALE (SICAV) DE REASSURANCE (MCR) Jean-Claude AUGROS APRIL GROUP SA Permanent representative NORDEN (SICAV) of CAPMA & CAPMI Current offices and functions: Director Office ending: April 23rd, 2009 Permanent representative NOAM Europe Expansion APRIL GROUP SA of MONCEAU ASSURANCES Outside of the Group Director Permanent representative Uni Hoche of MUTUELLE CENTRALE Office ending: April 23rd, 2009 MONCEAU ASSURANCES Chief Executive Officer DE REASSURANCE (MCR) CAPMA & CAPMI Chief Executive Officer Outside of the Group MUTUELLE CENTRALE DE Chairman I.S.F.A. Manager REASSURANCE (MCR)

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Offices (outside of the APRIL Group) held over the last five Offices (outside of the APRIL Group) held over the last five CAISSE INTERSYNDICALE years, but no longer held at present: years, but no longer held at present: D’ASSURANCES DE LA REGION Manager LYONNAISE -CIARL GROUPE MONCEAU - MAA Chief Executive Officer Vice-Chairman of the Supervisory ADECCO TRAVAIL JUSTICI@ Chairman Board TEMPORAIRE SAS Permanent representative of FERMES FRANCAISES SA MONCEAU INVESTISSEMENTS AHF e-BUSINESS - SAS Chairman MOBILIERS (MIM)

Permanent representative Philippe MARCEL ECCO SAS Chairman DOMAINE DE MOLIERES (SA) of SOCIETE CIVILE FONCIERE CENTRALE MONCEAU (SCFCM) Current offices and functions: ADIA SAS Chairman UNIGESTION (SICAV) Chairman Permanent representative SIPEMI SAS Chairman PYRAMIDES CONVERTIBLES APRIL GROUP SA of MUTUELLE CENTRALE DE (SICAV) REASSURANCE (MCR) Director INTERECCO MANAGEMENT Chief Executive Officer / Director Permanent representative Office ending: April 23rd, 2009 of SOCIETE EN ASSURANCE VR ASSURANCES SISTEL SERVICES SAS Director REASSURANCE ET PREVOYANCE – Outside of the Group SARP SA Permanent representative of ADECCO HOLDING FRANCE OLSTEN SA Chairman-Chief Executive Officer LA FRANCAISE DES Chairman MONCEAU INVESTISSEMENTS SAS PLACEMENTS (LFP) MOBILIERS (MIM) AVION ECCO (GIE) Director OLSTEN TT SA Director Permanent representative of OCAM MONCEAU INVESTISSEMENTS ADECIA - SA Director OLSTEN TT SUD SA Chairman-Chief Executive Officer MOBILIERS (MIM) ALTEDIA SA Director MONCEAU SELECTION PLUS Permanent representative QUICK MEDICAL SERVICES SA Director (PREVOUSLY KHORUM) (SICAV) of CAPMA & CAPMI ADECCO SA Director (Swiss-law company) Permanent representative ASVEL BASKET SASP Director VR ASSURANCES HOLDING of MONCEAU INVESTISSEMENTS GL EVENTS SA Director Permanent representative of MOBILIERS (MIM) AJILON FRANCE SA EM LYON (Association) Director ADECCO TT Permanent representative ATLAS MAROC (SICAV) of the MONCEAU MAA Group Chairman of the Supervisory Permanent representative of NOVALTO ALEXANDRE TIC SA Board ADECCO TT CAISSE ASSURANCE RETRAITE Chief Executive Officer PARTNERS IN BUSINESS Permanent representative of TRANS-EUROPE - CART Chairman PIXID SNC MANAGEMENT ADECCO TT, Manager CAISSE INTER- SILLI KER INC. (société de PROFESSIONNELLE MUTUELLE Chief Executive Officer Director droit américain) ASSURANCES - CIMA CAISSE INDUSTRIELLE D’ASSURANCE MUTUELLE - Manager CIAM

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Jean-Yves NOUY Outside of the Group HOFIDIS II SAS Chairman Chairman of the Board Current offices and functions: HYPARLO SA PARFIDIS SARL Manager of Directors

APRIL GROUP SA BANQUE RHONE-ALPES Director FORMADIS SNC Manager LA CRISTOLE SCI Manager Director SEPEL Member of the Supervisory Board Office ending: April 23rd, 2009 ECAF SNC Manager SA AEROPORTS DE LYON Member of the Supervisory Board Outside of the Group CAMC SNC Manager SHAM Chief Executive Officer IOL SAS Chairman CTAMB SNC Manager SHAM Services Chairman IMMODIS SARL Manager Chairman of the Board Chairman and Chief Executive CAGS SA SHAM VIE of Directors Officer PARGEFI SARL Manager Member of the Supervisory Chairman of the Board AXA FIF HIPROMA SA Board PAREXO EURL Manager of Directors Chairman of the Board SCI DE L’OURS Manager ETC BV of Directors Offices (outside of the APRIL Group) held over the last five years, but no longer held at present: CM2 INVEST (SC) Manager Chairman of the Board HI FI BV of Directors ARLCO II (SC) Manager Chairman and Chief Executive VEV Distribution Chairman BENFIELD Officer ALP (Association) Chairman HOFIDIS SA Chairman of the Executive Board CATIXL Chairman MUTUALP Chairman SCI LES CHÂTRES Manager

Gilles PARDI SCI LOUMANOURSE Manager Chairman of the Board SUMAR SpA of Directors CCI de LYON Secretary-Deputy Vice-Chairman Current offices and functions:

APRIL GROUP SA Offices (outside of the APRIL Group) held over the last five years, but no longer held at present: Office ending: April 23rd, 2009

Within the Group BEARBULL SAS Chairman Chairman of the Supervisory Chairman of the Board COGEALP DUOCONTI SAS Board of Directors

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Guy RIGAUD Evolem DEVELOPPEMENT Manager LYON CAPITALE Director EURL Permanent representative Current offices and functions: SECMA MADECO A MOI SAS Chairman of Ortho SAS, Director Permanent representative APRIL GROUP SA ORTHO SAS of Evolem 2, Chairman Director Permanent representative POOL SAS Dominique CHALOPIN Office ending: April 23rd, 2009 of Evolem 2, Chairman Permanent representative MKG SAS Outside of the Group of Evolem 2, Chairman Current offices and functions at August 28th, 2007 Permanent representative FLEX SAS RHONE ALPES CREATION SA Chairman of the Executive Board of Evolem 2, Chairman APRIL GROUP SA AMORCAGE RHONE ALPES Permanent representative Chief Executive Officer JELLY SAS Chairman and member of the Executive Board SAS of Evolem 2, Chairman until August 28th, 2007 RAC INGENIERIE SAS Chairman Permanent representative CIFEA of MKG SAS, member Within the Group of the Supervisory Board Permanent representative AMT ASSURANCES SA of APRIL GROUP, Director Offices (outside of the APRIL Group) held over the last five VIVIER-MERLE (SC) Co-manager years, but no longer held at present: Vice Chairman and member APRIL ASSURANCES SA of the Supervisory Board ROUSSET & ROUSSET SARL Manager Permanent representative GR CONSULTANT EURL Manager APRIL COVER SA Permanent representative of APRIL GROUP, Director NOVADEV of Evolem 1, Chairman APRIL GROUP ASSURANCES Permanent representative Permanent representative COLLECTIVES SA of APRIL GROUP, Director DO IT YOURSELF Vanessa ROUSSET of Evolem 1, Chairman APRIL GROUP DOMMAGES Permanent representative Permanent representative HEDIPA ENTREPRISES SA of APRIL GROUP, Director Current offices and functions: of Evolem 1, Chairman APRIL GROUP DOMMAGES Permanent representative Chairman-Chief Executive Officer APRIL GROUP SA GROUPE GTME PARTICULIERS SA of Evolem 1, Chairman Director APRIL GROUP PRÉVOYANCE Permanent representative Office ending: April 23rd, 2009 INDIVIDUELLE SA of APRIL GROUP, Director Offices (outside of the APRIL Group) held over the last five Permanent representative years, but no longer held at present: APRIL GROUP VIE EPARGNE SA Outside of the Group of APRIL GROUP, Director Permanent representative Evolem SA Chief Executive Officer, APRIL IARD SA CE2P Chairman of APRIL GROUP, Director Evolem 1 SAS Chairman Permanent representative APRIL MARKETING Permanent representative Evolem 2 SAS Chairman NOMEN of Evolem SA SOLUTIONS SA of APRIL GROUP, Director

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Permanent representative Offices (outside of the APRIL Group) held over the last five APRIL MOBILITÉ SA FORUM FINANCES SA Director of APRIL GROUP, Director years, but no longer held at present: Permanent representative FRANCE PLAISANCE Permanent representative APRIL PATRIMOINE SA of APRIL GROUP, Director ASSURANCE SA of APRIL GROUP, Director Chairman and Chief Chairman of the Board CAPRI RESIDENCE APRIL SOLUTIONS Permanent representative Executive Officer of Directors GI2A ASSURANCES SA of APRIL GROUP, Director CAPRI ATLANTIQUE Chairman Permanent representative APRIL TECHNOLOGIES (GIE) of APRIL GROUP, Director Permanent representative HAUSSMANN CONSEILS SA CAPRI LYON MEDITERRANEE Chairman Chairman and member of APRIL GROUP, Director ASSURANCE JURIDIQUE SA of the Supervisory Board ELLUL Chairman Permanent representative Vice-Chairman and member ISR COURTAGE ASSURTIS SA of APRIL GROUP, Director of the Supervisory Board Vice-Chairman and member Chairman of the Board Erick BERVILLE AVS SA LA MAISON COMMUNE (GIE) of the Supervisory Board of Directors Permanent representative Permanent representative Offices and functions until August 28th, 2007: AXERIA PREVOYANCE SA MORAL CARAÏBES SA of APRIL GROUP, Director of APRIL GROUP, Director APRIL GROUP SA Permanent representative Permanent representative AXERIA IARD SA RESOLUTION SA of APRIL GROUP, Director of APRIL GROUP, Director Vice-Chairman and member of the Executive Board until August 28th, 2007 Permanent representative Permanent representative AXERIA VIE SA SASCO SA of APRIL GROUP, Director of APRIL GROUP, Director Within the Group Permanent representative Permanent representative CGCA SA SEPCOFI SA APRIL MOBILITÉ SA Director of APRIL GROUP, Director of APRIL GROUP, Director Vice-Chairman and member COGEALP SA Permanent representative APRIL SANTÉ SA Director of the Supervisory Board of APRIL GROUP DOMMAGES TMS CONTACT Permanent representative PARTICULIERS, member CIARE SA of APRIL GROUP, member of the Supervisory Board APRIL YACHT BROKER DI of the Supervisory Board ASSICURAZIONI (Société de Director Vice-Chairman and member droit italien) DIERREVI SFG SA Director of the Supervisory Board (Italian-law company) ARPI (SCI) Manager Permanent representative Vice-Chairman and member SOLUCIA PJ Vice-Chairman and member of DOUDET CHARLET SA of APRIL GROUP, Director ASSURANCE JURIDIQUE SA of the Supervisory Board the Supervisory Board APRIL ITALIA Vice-Chairman and member Director Chairman and member of the EASYSSUR SA (Société de droit italien) ASSURTIS SA of the Supervisory Board Executive Board FEBS AG Member of the Supervisory GROUPE EUROPASSUR SA Director (German-law company) Board CABINET SERGE FISNOT Manager (SARL) Permanent representative L&E TITLE GROUP Ltd FGA SAS Director of APRIL GROUP, Director (English-law company) CHATEAUDUN (GIE) Director

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Chairman and member AXERIA PRÉVOYANCE Director EASYSSUR SA PRUDENCE VIE SA Chairman-Chief Executive Officer of the Supervisory Board AXERIA VIE Chairman-Chief Executive Officer HABITANCE SAS Director Chairman of the Board of LA FRANCE ASSURANCES SA EASYSSUR Member of the Supervisory Board Directors LONDON & EUROPEAN Manager HAUSSMANN CONSEILS Director Chairman of the Board of FRANCE SARL OJH SA Directors Permanent representative of ISR COURTAGE Chairman-Chief Executive Officer MULTISERVICES (GIE) LA FEDERATION APRIL DEVELOPPEMENT Chief Executive Officer / Director SEPCOFI Director CONTINENTALE SA Chairman of the Supervisory TMS CONTACT SA SOLUCIA PJ Director Board GENERALI GERANCE Director

ASSURANCE FRANCE Offices held over the last five years, but no longer held at Director GENERALI Offices (outside of the APRIL Group) held over the last five present: years, but no longer held at present: EUROP ASSISTANCE FRANCE Director SA Generali Rendement (SICAV) Director ADELIS ASSURANCES Chairman GENERALI ASSURANCES-VIE Director Generali Performance (SICAV) Director

Objectif Monde (SICAV) Chairman GENERALI ASSURANCES IARD Director Daniel COLLIGNON GENERALI Systèmes Director GPA VIE Director Informatiques (GIE) Current offices and functions at August 28th, 2007 EQUITE Director GPA IARD Director APRIL GROUP SA EPJ Director Generali Euro Sept Dix Ans Director Financière Centuria Director (SICAV) Member of the Executive Board until August 28th, 2007 Saint Honoré PME Director Generali Trésorerie (SICAV) Director Within the Group Permanent representative of Objectif Ethique Socialement Chairman and Chief Executive Director APRIL GROUP VIE ÉPARGNE Generali Finance FEDERATION CONTINENTALE, Responsable (SICAV) Officer Director APRIL GROUP ASSURANCES FRANCE MORNAY (GIE) Director Director Georges V Rendement (SCPI) Member of the Supervisory Board COLLECTIVES Multimmobilier 2 (SCPI) Member of the Supervisory Board Permanent representative of APRIL PATRIMOINE Director EXPERT ET FINANCE SA FEDERATION Pierre Privilège (SCPI) Member of the Supervisory Board CONTINENTALE, Director Permanent representative of APRIL TECHNOLOGIES (GIE) APRIL Patrimoine, Director Permanent representative of Valoripierre (SCPI) Member of the Supervisory Board Generali Investissement FEDERATION (SICAV) AXERIA IARD Director GUARDIAN VIE Chairman-Chief Executive Officer CONTINENTALE, Director

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12. Stock options Cercle des épargnants Permanent representative of Vice-Chairman (Association) ASSURADOM SA APRIL GROUP PRÉVOYANCE INDIVIDUELLE, Director Foncia Pierre Rendement Member of the Accordance with the provisions of Article L. 225-184 of the (SCPI) Supervisory Board Member of the ASSURANCE JURIDIQUE SA French Commercial Code, the General Meeting is informed Supervisory Board Member of the of the stock option schemes put in place in a special report, Rocher Pierre 1 (SCPI) Supervisory Board Member of the ASSURTIS SA filed with the office for General Meetings. Supervisory Board

AXERIA PRÉVOYANCE SA Director Patrick PETITJEAN 13. Number of shares purchased or sold by the Member of the COGEALP SA company over the year Current offices and functions at August 28th, 2007 Supervisory Board

APRIL GROUP SA Permanent representative of FORUM FINANCES SA APRIL GROUP PRÉVOYANCE Further to the authorizations granted at the Combined General Vice-Chairman and member of the Executive Board until INDIVIDUELLE, Director Meeting on April 27th, 2006, the Company owned 155,067 August 28th, 2007 HABITANCE SAS Chairman APRIL shares at December 31st, 2007, acquired at an average Within the Group Permanent representative of unit price of 42.30 euros, representing 0.95% of the share LA MAISON COMMUNE (GIE) APRIL GROUP PRÉVOYANCE Chairman of the Supervisory capital: APRIL ASSURANCES SA INDIVIDUELLE, Director Board Total value based on the purchase price: 6,559,478.03 euros Permanent representative of APRIL CONSEILS SAS Chairman Total par value of shares held: 62,026.80 euros MORAL CARAÏBES SA APRIL GROUP PRÉVOYANCE Chairman of the Board INDIVIDUELLE, Director APRIL COURTAGE (GIE) of Directors Member of the 22,117 shares were acquired with a view to coordinating TMS CONTACT APRIL COVER SA Director Supervisory Board the company’s stock price under an AFEI liquidity agreement. APRIL GROUP PRÉVOYANCE APRIL IBERIA Chairman of the Board of 132,950 shares were also acquired in 2006, initially allocated Chairman-Chief Executive Officer INDIVIDUELLE SA (Société de droit espagnol) Directors to a buyback program in connection with an external growth Permanent representative operation. APRIL MARKETING SOLUTIONS APRIL ITALIA of APRIL GROUP PRÉVOYANCE Chairman and director SA (Société de droit italien) During the year, the company purchased a total of 132,708 INDIVIDUELLE, Director shares, and sold off 149,216, with an average purchase price Permanent representative APRIL GERMANY AG Chairman and member of 41.02 euros and an average sale price of 39.17 euros. APRIL TECHNOLOGIES (GIE) of APRIL COURTAGE, Director (société de droit allemand) of the Supervisory Board and Chairman FEBS AG Chairman and member The trading costs incurred totaled 28,107 euros. Permanent representative (société de droit allemand) of the Supervisory Board APRIL MOBILITE SA of APRIL GROUP PRÉVOYANCE INDIVIDUELLE, Director Chairman of the Board APRIL PRESTATIONS (GIE) Offices (outside of the APRIL Group) held over the last five of Directors years, but no longer held at present: NA

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Covering marketable securities entitling holders to the for the year ended December 31st, 2007. We therefore 14. Authorization to implement a share buyback allocation of company shares in line with stock market recommend reappointing them for a further six-year period. program and reduce the capital through the regulations; cancellation of treasury stock Canceling any shares acquired as authorized, subject to the authorization to be given by this General Shareholders’ 16. Appointment of a deputy statutory auditor We recommend once again granting the Board of Directors, Meeting in its 16th extraordinary resolution. for an 18-month period, the powers required to purchase We recommend setting the maximum purchase price at We would like to remind you that Jean-Marie Barbereau’s company shares in one or more transactions and at the times 80 euros per share. As such, the maximum nominal amount office as deputy statutory auditor is due to end further to our that it deems necessary for up to 5% of the share capital, for the operation is capped at 163,242,480 euros. Ordinary General Meeting convened to approve the financial adjusted as relevant in order to factor in any capital increase statements for the year ended December 31st, 2007. We or reduction operations that may be carried out during the As a result of the cancellation objective, we recommend therefore recommend appointing Michel Barbet-Massin to course of the program. authorizing the Board of Directors for a 24-month period to replace him for a six-year period. cancel, on its decisions alone and in one or more transactions This authorization would supersede the authorization for up to 10% of the capital calculated on the day of the given to the Board of Directors at the General Meeting on cancellation decision, after deducting any shares cancelled 17. Delegations to increase the share capital April 26th, 2007. over the previous 24 months, the shares that the company holds or may hold further to buyback operations carried out The delegations of authority adopted at the General Meeting Such acquisitions may be carried out with a view to: in connection with its buyback program and to reduce the on April 27th, 2006 and transferred to the Board of Directors Coordinating the secondary market or liquidity for APRIL share capital accordingly, in line with the legal and regulatory at the General Meeting on August 28th, 2007, are scheduled GROUP’s share through an investment service provider provisions in force. to end in the days following the General Meeting convened under a liquidity agreement in accordance with the to approve the financial statements for the year ended compliance charter approved by the AMF; The Board of Directors would therefore have the powers December 31st, 2007. We therefore recommend renewing Keeping any shares purchased and issuing them again required to do whatever is necessary in this respect. the delegations. subsequently in exchange or as payment for external growth operations, it being understood that shares acquired in this respect may not exceed 5% of the 15. Renewal of the terms-of-office of the company’s share capital; incumbent and deputy statutory auditors Covering stock option schemes and other forms of allocating shares to Group employees and/or corporate The terms of office of the incumbent statutory auditors, officers, notably in connection with the profit-sharing namely MAZARS and DELOITTE & ASSOCIES, and the system, a company savings scheme or a free allocation of terms of office of the deputy statutory auditor, BEAS, shares; are due to end further to our next Ordinary General Meeting convened to approve the financial statements

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Delegations to increase the share capital through It is planned, in connection with these delegations, to grant be determined in accordance with the legal and regulatory cash contributions or the incorporation of reserves, the Board of Directors the option to increase, under the provisions in force, and will therefore be at least equal to the profits or premiums (Article L. 225-129-2 of the French conditions and within the limits set by the legal and regulatory minimum required by the provisions of Article R. 225-119 of commercial code) provisions in force, the number of securities planned for the the French commercial code at the time when the Board of initial issue. Any such decision would be subject to a specific Directors implements the delegation. We recommend delegating powers for the Board of Directors resolution. to: In the event of an issue of securities intended as payment for Increase the capital through the issue of ordinary shares or In accordance with French law, the marketable securities to securities put forward in connection with a public exchange marketable securities entitling holders to access the capital be issued may entitle holders to access the capital of any offer, the Board of Directors shall have, within the limits set reserved for shareholders and/or through the incorporation company that directly or indirectly owns more than half of out above, the powers required to set the list of securities of reserves, profits or premiums; the share capital of our company or any company in which tendered for the exchange, set the conditions for any issue Increase the capital through the issue of shares and/or our company directly or indirectly owns more than half of the as well as the exchange ratio and, as relevant, the amount of marketable securities entitling holders to access the capital, share capital. the cash balance to be paid, and determine the conditions with preferential subscription rights waived. for issue. Such issues could be carried out with preferential subscription The delegations are intended to give the Board of Directors rights maintained for shareholders. Notably with a view to Authorization to increase the share capital with a view full discretion within the legal timeframe of 26 months to reaching as many investors as possible, the Board of Directors to paying for any contributions in kind for securities issue, at the time that it deems relevant, ordinary shares may, as relevant, waive the preferential subscription right. and marketable securities (Article L. 225-147 of the and/or marketable securities giving holders immediate or French commercial code) future access to ordinary shares, with a view to financing the If preferential subscription rights have been maintained and company’s requirements. subscriptions have not taken up all of the issue, the Board of In order to facilitate external growth operations, we Directors may use the options provided for under French law recommend delegating powers for the Board of Directors The nominal amount of any capital increases that may be and more specifically offer all or part of any securities that to increase the share capital for up to 10% of its amount carried out may not exceed 10,000,000 euros. This amount have not been subscribed for to the public. with a view to paying for any contributions in kind for capital would include the total nominal value of any additional securities or marketable securities entitling holders to access ordinary shares to be issued with a view to safeguarding, In the event of an issue based on a public offering without the capital. as required under French law, the rights of holders of any preferential subscription rights, the Board of Directors marketable securities entitling them to access the capital. may give shareholders a priority option for subscriptions. This authorization would be given for a 26-month period.

The nominal amount of any marketable securities Based on this assumption, the sum due to the company, The total nominal amount of ordinary shares that may be representative of company debt that may be issued may not currently or in the future, for each one of the ordinary issued under this delegation may not exceed 10% of the exceed 150,000,000 euros. shares issued, after factoring in the subscription price for share capital. warrants in the event of an issue of equity warrants, will

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This cap is independent from all of the caps provided for The maximum nominal amount of the increases that may be Authorization to award stock options and/or warrants under other delegations to increase the capital. carried out through the use of this delegation is 500,000 euros. We therefore recommend granting the Board of Directors full We recommend authorizing the Board of Directors for a Authorization to carry out a capital increase reserved powers to use this delegation for a 26-month period. 38-month period to award stock options and/or warrants for members of a company savings scheme (Articles to employees, certain members of staff, certain categories L. 225-129-6, L. 225-138-1 of the French commercial Within the limits set out above, the Board of Directors shall of staff and/or corporate officers as defined under French code and L. 443-5 of the French labor code) have the powers required notably with a view to setting the law, from both the company and any companies or economic conditions for the issues, acknowledging the performance interest groups that are related to it as per Article L. 225-180 In connection with a legal obligation to promote employee of the resulting capital increases, amending the bylaws of the French commercial code; shareholding, we also recommend approving a proposed accordingly, booking, on its initiative alone, the costs for delegation for the Board of Directors to carry out a capital capital increases against the amount of the corresponding increase reserved for members of a company savings scheme premiums, and deducting the sums required to take the legal The total number of options that may be awarded by the and in accordance with the conditions of Article L. 443-5 of reserve up to one tenth of the new capital after each increase Board of Directors under this delegation may not entitle the French labor code through the cash issue of ordinary against this amount, and more generally doing whatever is holders to subscribe for or purchase a number of shares shares and, as relevant, the free allocation of ordinary shares necessary in this respect. exceeding 5% of the existing share capital on the day of the or other securities entitling holders to access the capital. first allocation, in accordance with the legal limit in force and French law requires preferential subscription rights to be Authorizations for individual employee shareholding more specifically the limits set out in Articles L. 225-182 and waived. R. 225-143 of the French commercial code. In order to make it possible to continue with the policy In accordance with the provisions of Article L. 443-5 of the to promote employee shareholding and consolidate the The share subscription and/or purchase price for beneficiaries French labor code, the price of shares to be issued may not company’s development, we recommend authorizing the will be set the day on which the options are awarded by be more than 20% lower (or 30% when the scheme’s planned Board of Directors to award stock options and bonus shares the Board of Directors and will correspond to 100% of the lock-in period as per Article L. 443-6 of the French labor as follows: average listed share price over the 20 days trading prior code is greater than or equal to 10 years) than the average to the day on which the option is awarded. The Board of opening price for the share during the 20 trading sessions Directors will be able to offer a discount of up to 5% on the prior to the Board of Directors’ decision relative to the capital subscription or purchase price increase and the issue of the corresponding shares, and may not be any higher than this average.

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The term set for options by the Board may not exceed eight Board of Directors under this delegation may not exceed 5% impacts on beneficiaries’ rights of operations modifying the years as of their allocation date. of the existing share capital on the allocation day. capital or likely to influence the value of shares to be awarded and carried out during the vesting and holding periods, as In this way, within the limits set out above, the Board will Shares will only be definitively awarded to beneficiaries at the relevant, acknowledge the existence of sufficient reserves have full powers to set the other terms and conditions for end of a vesting period: and, at the time of each application, transfer the sums to the allocation and exercising of options, and more specifically Of at least two years for beneficiaries who are French tax a blocked reserve account as required for freeing up the setting the conditions under which options will be awarded, residents on the allocation date. Such beneficiaries will also new shares to be awarded, decide on the capital increase(s) and to determine the list of categories of beneficiaries as be required to retain the shares awarded to them for a through the incorporation of reserves, premiums or profits, provided for above, set the exercise periods for options minimum period of two years. The Board would be entitled in conjunction with the issue of new shares awarded freely, granted in this way, perform or get any other parties to to increase the length of both of these periods; acquire the shares required in connection with the share perform all formalities with a view to making any capital Of at least four years for beneficiaries who are non- buyback program and allocate them to the allocation scheme, increases that may be carried out definitive, as relevant, to French tax residents on the allocation date, with the Board and generally do whatever is necessary in connection with amend the bylaws accordingly and generally to do whatever of Directors able to increase the length of this period. the implementation of this authorization in accordance with is necessary. However, such beneficiaries would not be subject to the the regulations in force. abovementioned holding requirement, unless indicated Authorization to freely award shares to members otherwise by any tax provisions. of the salaried workforce and/or certain corporate officers (Article L. 225-197-1 of the French commercial On an exceptional basis, the allocation would become code) definitive before the end of the vesting period in the event of the beneficiary’s disability in accordance with the second We recommend authorizing the Board of Directors, for a or third categories set out in Article L. 341-4 of the French 38-month period and in accordance with Article L. 225-197-1 social security code (Code de la sécurité sociale). of the French commercial code, to freely allocate new shares, resulting from a capital increase through the incorporation of Under this authorization, you would expressly waive your reserves, premiums and profits, or existing shares. preferential subscription right for new shares issued through the incorporation of reserves, premiums and profits. The beneficiaries of such allocations could be: Salaried members of staff from the company or companies In this way, within the limits set out above, the Board would that are linked directly or indirectly to it as per Article have full powers to set the conditions and, as relevant, the L. 225-197-2 of the French commercial code; criteria for awarding shares, determining the identity of Corporate officers fulfilling the conditions of Article beneficiaries for free allocations from among the people L. 225-197-1 of the French commercial code. fulfilling the conditions set out above, as well as the number The number of shares that may be freely allocated by the of shares attributable to each one of them, determine the

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These delegations are presented in detail in the following table:

Summary of valid delegations to increase the share capital

Residual amount on the Date of the EGM Authorization Authorized amount Previous years Current year IN EUROS day the present table (c) end date (in euros) increase(s) increase(s) was finalized (in euros)

Authorization to increase the capital with preferential subscription rights April 27, 2006 June 26, 2008 10,000,000 (a) N/A - 10,000,000 (a) maintained Authorization to increase the capital with preferential subscription rights April 27, 2006 June 26, 2008 10,000,000 (a) N/A - 10,000,000 (a) waived Authorization to increase the capital with preferential subscription rights April 27, 2006 June 26, 2008 500,000 N/A - 500,000 waived in favor of members of a company savings scheme

Authorization to increase the share 10% of the share 10 % of the share capital as payment for contributions April 27, 2006 June 26, 2008 N/A - capital capital of securities

Authorization to issue stock options 5% of the share April 27, 2006 June 26, 2009 N/A (b) 259,000 and/or warrants capital

Authorization to grant bonus shares 5% of the share 5 % of the share April 27, 2006 June 26, 2009 N/A N/A to be issued capital capital

(a) Global amount for both categories. (b) The authorization granted to the Executive Board and then the Board of Directors was applied through the issue of 3 plans in 2007. No options issued through these 3 plans were exercised in 2007. The maximum capital increase associated with these 3 plans represents 103,600 euros. (c) The General Meeting that decided on August 28th, 2007 to change the company’s management structure with the adoption of the Board of Directors formula provided for the possibility for these delegations, which were initially granted to the Executive Board by the General Meeting on April 27th, 2006, to be used by the Board of Directors.

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18. Elements likely to have an impact in the 19. Transactions on securities by corporate Their report on the Chairman of the Board of Directors’ event of a public offering officers, senior managers or their close report as per the last paragraph of Article L. 225-235 of the relatives over the year French commercial code; In accordance with Article L. 225-100-3, we would like to Their report on the authorization granted to the Board of inform you about the following points: Patrick PETITJEAN Directors to increase the share capital. The structure of the capital and any known direct or indirect equity interests of the company, with all corresponding Exercising of 10,000 APRIL GROUP equity warrants on July information, are presented in Section 2 in the principal 4th, 2007 at a price of 16.86 euros. CONCLUSION document I for the reference document; To the best of the company’s knowledge, no shareholders’ Sale of 10,000 APRIL GROUP equity warrants on July We will ask you to duly note the information contained in the agreements or other commitments have been entered into 4th, 2007 at a price of 39.53 euros present report for the members of the Board of Directors, to between shareholders; approve the annual and consolidated financial statements for There are no securities including special rights of control; Dominique GODET the past year, as they have been presented to you, to ratify The voting rights associated with APRIL shares held by staff the proposals submitted by your Board of Directors and to under the APRIL equity-based mutual fund are exercised Acquisition of 350 APRIL GROUP shares on July 31st, 2007 discharge the liability of each of its members for the year in by a representative appointed by the mutual fund’s at a unit price of 42.05 euros. question. Supervisory Board with a view to representing it at General Meetings; Exercising of 2,000 APRIL GROUP equity warrants on The rules for appointing and dismissing members of the December 20th, 2007 at a unit price of 16.69 euros. Board of Directors represent the rules applicable under common law; Sale of 425 APRIL GROUP equity warrants on December In terms of the Board of Directors’ powers, the delegations 20th, 2007 at a unit price of 45.00 euros. that are currently valid are described in the present report under Section 14 (share buyback program) and in the table 20. Co-Statutory Auditors’ review presenting capital increase-related delegations; Our company’s bylaws may be amended in accordance with The following reports are going to be presented to you: the legal and regulatory provisions in force; The general report drawn up by your co-statutory auditors The agreements governing any compensation due in the on the statutory financial statements; event of the termination of Executive Board member Their report on the consolidated financial statements; functions are presented in Section 11. Their special report on the agreements covered under Articles L. 225-38 et seq of the French commercial code;

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2 .0 F

2.0 Five-year financial summary (in euros) YEAR-END DATE Dec 31, 2007 Dec 31, 2006 Dec 31, 2005 Dec 31, 2004 Dec 31, 2003 DURATION OF FISCAL YEAR 12 months 12 months 12 months 12 months 12 months CAPITAL AT YEAR-END Share capital 16,324,253 16,292,779 16,236,793 16,174,285 16,086,548 Number of shares - ordinary 40,810,632 40,731,948 40,591,983 40,435,713 40,216,370 - With priority dividends Maximum number of shares to be created - Through bond conversions - Through subscription rights OPERATIONS AND EARNINGS Revenues (net of tax) 0 0 0 0 0 Income before tax, profit-sharing, contri- 93,907,719 31,628,042 30,468,826 21,652,673 22,801,470 bution to provisions and amortization Corporate income tax -8,796,718 -3,383,875 -3,290,380 -3,251,503 -3,995,670 Employee profit-sharing 238,892 215,244 158,787 167,550 135,191 Contribution to provisions -2,192,069 2,310,001 -10,536,554 929,371 15,448,020 and amortization Net income 104,657,614 32,486,672 44,136,973 23,807,255 11,349,120 Distributed income 17,956,678 16,292,779 13,395,354 8,895,857 6,032,456 EARNINGS PER SHARE Earnings after tax, profit-sharing, before 2.51 0.85 0.83 0.61 0.67 contribution to provisions and amortization Earnings after tax, profit-sharing, contri- 2.56 0.80 1.09 0.59 0.28 bution to provisions and amortization Allocated dividend 0.44 0.4 0.33 0.22 0.15 WORKFORCE Average headcount 25 25 21 23 27 Payroll 2,058,452 1,880,850 1,715,762 1,332,012 2,034,391 Amounts paid in company benefits 1,067,187 1,049,335 751,820 1,052,872 958,002 (social security, social benefits, etc.)

As decided at the Combined General Meeting on March 31st, 2000, APRIL GROUP (formerly APRIL SA) contributed a complete branch of its business to APRIL Assurances SAS (a wholly-owned subsidiary), with APRIL GROUP then becoming a holding management company. 79 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce

3.0 C

3.0 Chairman of the Board of Directors’ report

(Article L. 225-37 of the French commercial code) 1. Conditions for the preparation and organization of the Board of Directors’ work Dear Shareholders, In accordance with the provisions of Article L. 225-37 of the At the General Meeting on August 28th, 2007, shareholders French Commercial Code, please find hereafter our report voted to change the company’s governance structure, opting relative to: for the Board of Directors system, which seems best suited The conditions for the preparation and organization of the to the Group’s new organization and the key issues and work carried out by your Board of Directors for the year challenges for the APRIL 2012 plan. ended December 31st, 2007; The internal control system put in place by the company. 1.1. Board structure

Under the supervision of the Chairman, the procedures Article 14 of our bylaws stipulates that the Board of Directors implemented for the drafting of this report were based must have a minimum of three members, but may comprise on the work carried out, coordinated by the Risk Manager up to eighteen members, who are appointed for a two-year in conjunction with the Finance Division, the Legal Affairs period of office and may be reelected. Your company’s Board Division and the main Group divisions. This report is also of Directors currently has 11 members. based on the exchanges that took place with the Sustainable Development Committee and the Statutory Auditors, as well A list of the members of the company’s Board of Directors, as the findings from internal audits conducted within the including any functions held in other companies, is given in Group. the Board of Directors’ management report.

The corporate governance system implemented within In line with recommendations relative to corporate governance, APRIL GROUP is in line with the recommendations set it includes five independent members. To be considered forth in the AFEP/MEDEF report on corporate governance, independent, members of the Board of Directors may not: which are adapted to the size of the company as well as its Be a current employee of the Group or have been an employee shareholding structure. at any point in the last three financial years ended;

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Be a corporate officer and/or legal representative of any There are no restrictions in force governing the interests of The Chairman of the Board of Directors of APRIL GROUP is an related company or have held such a position at any point independent members in the share capital. ex-officio member of this committee, acting as its Chairman. in the last two financial years ended, The Board of Directors voted, to appoint its representatives Be a legal representative of a company in which the Group The Board of Directors has set up various Committees, within the APRIL GROUP Investment Committee for an is a corporate officer, or a legal representative or employee defining their makeup and remits. These Committees report indefinite period: of the Group at present or at any point in the last two to the Board of Directors on their activities. Bernard Belletante; financial years ended, Gilles Pardi; Be a beneficiary of an economic relationship with the Firstly, the Sustainable Development Committee meets as Guy Rigaud; Group that is deemed to be significant for the member, or the Audit Committee and the Compensation Committee Vanessa Rousset. even an employee, corporate officer, legal representative, during specific sessions. Its mission is to oversee the main controlling partner of such a beneficiary or a relative of strategic and organizational issues facing the company (risk The Investment Committee also includes two non-director such a beneficiary as defined below. The significant nature management and monitoring of internal audit, new company members. of the economic relationship in question will be determined acquisition and integration policy, Group culture, human by the Board of Directors, resources policy, governance rules, etc.). Management Lastly, the Insurance Committee comprises the Group’s Be related, on a direct or collateral basis, directly or by actions are taken based on the report that it submits to the professionals, insurance specialists, and at least one member marriage, to a degree less than one fifth, to a legal Board of Directors. The Sustainable Development Committee of the Board of Directors who reports on its work to the representative of the Company. For the purposes of the is currently made up of five members, namely the Chairman Board. present requirements, the spouse of a relative is deemed of the Board of Directors and four independent directors. to have the same degree of relationship as the relative in 1.2. Bylaws question in connection with the corporate officer, In addition, the Group’s Investment Committee is called on The Board of Directors has adopted a set of bylaws, the main Be a corporate officer of the Company for over 12 years prior to the acquisition of an equity interest, the creation provisions of which are outlined below: as on the date on which their period of office is to be of activities, a significant investment in a company ora Role of the Board of Directors; renewed, disinvestment. It rules on these elements in the last instance. Structure of the Board of Directors; Be a former Statutory Auditor of the Group having The report on the Investment Committee’s decisions is Ethical obligations and duties for members of the Board of performed this function within the Group in any of the last transmitted to the members of the Board of Directors. A set Directors; five financial years ended. of bylaws has been drawn up describing this committee’s Board of Directors’ organization and operations; operations. It met seven times over the past financial year. Board of Directors’ information;

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Missions and organization of the committees; numerous indicators on financial issues, human resources, several independent members, it is designed to act as force Director compensation the organization, activities, etc... to provide alerts, take a critical view of issues and submit Conditions for amending the bylaws. proposals. Over the past year, in addition to the decisions 1.6. Location for meetings required by the laws and regulations in force, the Board of 1.3. Frequency of meetings Directors addressed the following main issues: Meetings of the Board of Directors are generally held in Lyons. Monitoring acquisition projects and creations of new In accordance with its bylaws, the Board may meet as often The average rate of attendance for members of the Supervisory companies or activities; as necessary in the interests of the Company and at least Board and Board of Directors over 2007 was 85%. Monitoring the integration of new companies within the five times a year, as requested by the Chairman of the Board Group; of Directors or, if the Board has not met for more than two The company bylaws specify that videoconferencing and Monitoring the results of the employee satisfaction survey months, as requested by at least one third of the directors. telecommunications facilities may not be used when: Monitoring risk management and internal audit work; Drawing up the annual and consolidated financial Monitoring the policy for creating new products and Over the past fiscal year, your Board of Directors met twice, statements; services; as well as a further three times under the old Supervisory Drawing up the company’s management report and, as Monitoring of provisional budgets and actuals; Board structure. relevant, the Group’s management report; Monitoring of the financial rating process for certain Selecting the conditions for the performance of executive companies. 1.4. Notices to attend for members management; Appointing and dismissing the Chairman, Chief Executive 1.9. Evaluation of the Board of Directors’ work Pursuant to Article 14 of the bylaws, the members of the Officer and Deputy Chief Executive Officers. Board of Directors were given notice to attend by an ordinary Under the company bylaws, the Board of Directors reviews letter in accordance with a schedule that is set at the 1.7. Minutes of meetings its operations at least once a year. In general, members of beginning of the year but may be modified over the course the Board of Directors regularly analyze their practices, the of the year as required by events or at the request of several Minutes are drawn up further to each meeting of the Board conditions for the Board’s work and the achievement of the members of the Board. of Directors. objectives set in connection with their missions. At each Board meeting, the monitoring of decisions taken previously 1.5. Information for members A draft version of these minutes is sent out to each one of the by the Board of Directors makes it possible to gauge the members with the notice to attend the following meeting and effectiveness of its work. In accordance with the performance of their mission, the is voted on by members as soon as the session is opened. members of the Board of Directors have been provided with all the necessary documents and information in the form 1.8. Role of the Board of Directors and timeframes required to deliberate under satisfactory conditions. Furthermore, a specific report is drawn up each APRIL GROUP’s Board of Directors performs all of the quarter for the members of the Board of Directors with missions required under French law. With the presence of

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1.10. Rules for determining corporate officer Directors’ fees Executive Officer. The powers of the Chairman and Chief compensation Only the independent members of the Board of Directors receive Executive Officer are those applicable under French law. He directors’ fees for their participation in governance bodies. is therefore invested with the broadest powers to act under In accordance with the provisions of the French law for the The Ordinary General Meeting approves the amount of any circumstances in the company’s name. development of employee profit-sharing and shareholding, director’s fees granted to the members of the Board of Such powers, which may be sub-delegated, must be incorporated into Article L.225-37 of the French Commercial Directors for the past financial year. The average level of exercised in accordance with the provisions applicable under Code, we are reporting to you on the following governance compensation per independent director for their participation the bylaws, the general guidelines and rules set by the Board, rules, applicable for determining compensation of any kind in meetings for the Supervisory Board, Board of Directors and and the APRIL GROUP’s specific management principles. granted to the corporate officers of APRIL GROUP or its other Committees came to 10,000 euros for 2007. Any acquisitions of equity interests and partial or total companies. disposals of capital in subsidiaries must however be presented This compensation includes preparations for and participation to and approved beforehand by the Investment Committee. Fixed compensation in the sessions concerned. This is determined by the Board of Directors or the Supervisory Board of each Group company. Benefits in kind 2. General internal control structure The Board of Directors of APRIL GROUP or the Board of Variable compensation Directors of Group companies provide their executives with a 2.1. Objectives Variable compensation is awarded by the Board of Directors company vehicle and supplementary healthcare and personal or the Supervisory Board of each Group company depending protection cover. APRIL GROUP has put in place an internal control system on the objectives set the previous year based on three designed to meet the following major objectives: criteria: Stock options To effectively manage the risks resulting from the activities Economic and financial results: performance in terms of Under a delegation given by the Ordinary General Meeting, of businesses making up the Group, focusing primarily on revenues, operating income, net income and ROE, as well setting the term and maximum overall amount for the prevention and a proactive approach; as the development of new business; scheme, the Board of Directors grants certain corporate To ensure that the operational activities of the various Qualitative performance relative to the satisfaction of officers and employees stock options (conditional or other), Group companies are in line with the framework defined by employees, clients and call handling; in accordance with the conditions applicable under stock the relevant labor relations bodies, the laws and regulations Intra-group cooperation and innovation: cross-business option regulations. The conditions for the various schemes applicable and the internal rules, standards and values in contributions between Group companies; involvement of are presented in the annual report. force within the company and the Group; managers and employees within cross-business workshops To secure the main operational processes and financial and APRIL University, involvement of managers in the ad hoc 1.11. Powers given by the Board of Directors to its flows for Group companies; governance committees of the Group and its subsidiaries; Chairman To enable newly integrated companies to benefit from the contribution to the development of new products or Group’s internal control standards and best practices; processes, representing sources of differentiation for our The Board of Directors has chosen to not separate the To ensure that internal and external communications truly reflect companies. functions of Chairman of the Board of Directors and Chief the situation and activities of the Group and its companies.

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Readers are reminded that as comprehensive and effective Group Internal Audit Manager various budgets produced during the year by the companies as the internal control system may be, it may only provide The Internal Audit Manager is responsible for ensuring making up the Group. They summarize and verify the reasonable assurance and not an absolute guarantee that the consistency and effectiveness of internal control consistency of the monthly activity reports provided by such risks have been fully eliminated. within Group companies. To achieve this, he draws up Group companies. They analyze the consolidated vision of the annual audit plan for the Group Committee and activities for Group companies. 2.2. Internal control system within the APRIL Group performs the Group’s internal audit missions, covering all Their work also involves an internal audit role. In this of the Group’s activities and companies, and working with way, they draw up an internal audit plan for the division, In light of the recent publication of the internal control expert employees from the field being audited as relevant. presented each quarter to the division’s management team, frame of reference by the AMF taskforce, the internal control He oversees the work of the Statutory Auditors during their in the presence of the Group’s internal audit manager. system in place within the APRIL GROUP is now presented interim assignments. Group legal departments based on its five official components: Members of the Risk division These departments provide legal support for Group Around 15 members of staff within the Group are companies, and keep them informed of major changes in 2.2.1. Current organization: internal control players actively working on continuously improving the regulations . internal control systems put in place within the Group. Quality managers The control organization in place within the APRIL Group is To some extent, this concerns resources that are dedicated In each one of the Group’s divisions, a quality manager is currently based on the following players: exclusively to the global internal control approach: responsible for coordinating, carrying out or supervising - In the most significant companies, the internal control internal quality audits in line with ISO and the set of Group company managers manager is responsible for defining and applying a internal quality standards and customer commitments. They are responsible for the implementation of internal program to review the operations, controls and processes The Group’s 19 internal quality auditors conduct audit control procedures intended to secure the main operational implemented by the company. They check the application of missions throughout the year to check that the different and functional processes in their business unit. They the management rules defined by the executive management commitments of companies are respected. The projects and are responsible for guaranteeing the application of the team and report on their work to the company’s Audit missions carried out by the quality managers are presented principles and best practices defined by the Group, in Committee or the senior management team; to APRIL GROUP’s Group Committee on a regular basis. conjunction with the players outlined below. They report - In 2007, two positions were created for internal Sustainable Development Committee to their Board of Directors or Supervisory Board on the controllers: one in the LIFE AND SAVINGS division, the Its mission is presented in Section 1 of this report; it is risk mapping drawn up for their company, as well as the other at Mutant Assurances. Their role and way of working notably tasked to ensure that the main risks facing the corresponding action plans are similar to what has been described above. Group are understood and dealt with in a suitable manner. Risk manager The Sustainable Development Committee supports the He is responsible for the overall management of risks At the same time, other divisions are working with shared Group’s efforts to factor in and deal with certain potentially within the Group. The risk manager is also responsible resources: the financial controllers. major risks (e.g. review of information systems). Every for the insurance programs offered by the Group to its Reporting to the holding structures at the head of the half-year period, the Risk Manager and the internal audit subsidiaries. various divisions, they are responsible for the Group’s manager report on progress made to this committee, budgetary procedure and check the consistency of the focusing on risk management and internal control.

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More specifically, they present the missions carried out in He also reviews the findings and recommendations set out The risk manager is also responsible for the coordination and Group companies, the issues raised, the recommendations by the internal audit manager in connection with their audit monitoring of the insurance programs set up at Group level. made and the follow-up on these recommendations. The assignments and the assignments carried out by other players, Sustainable Development Committee validates the audit including financial controllers, Statutory Auditors, consultants, 2.2.3. Control activities plan. The Sustainable Development Committee proposed etc. Within this framework, either directly or through the by the Group Committee, and may ask for internal audit internal audit manager, he informs the Group Committee and Internal audit assignments to be added to the audit plan. reports to the Sustainable Development Committee. The APRIL GROUP’s internal audit manager coordinates internal Based on the conclusions from the mappings for each company, audit activities within the Group. 2.2.2. Integrated process for identifying and analyzing for each division and the compilation of all the mappings for Audit assignments are carried out by the holding company the main risks the year formalized in the “2007 Risk Observatory”, the Risk alone or in conjunction with various members of staff, who manager then prioritizes the risks identified in this way and may or may not be members of the APRIL Group’s risk division. The integrated risk management process is overseen by the directs, through a partnership with the internal audit manager, Over 2007, 15 other employees (financial controllers, IT Risk manager. the audit assignments and internal control projects to be professionals, HR) participated as technical experts in the Risk management notably involves moves to provide Group carried out in line with the risk management strategy decided various internal audit assignments. companies with a methodology and tools for the management on by the Group or its companies. of financial, legal, operational and strategic risks including the risk mapping process. The risk manager helps draw up and implement these tools with the heads of the companies Medium- concerned and the internal audit manager. term plan Strategic Committee

The identification of risks represents a key stage in securing Risk mapping Internal control Internal control operational processes and financial flows within Group companies. - Identification projects/action plans projects Based on their medium-term plan (MTP) and their knowledge - Evaluation On major risks (rolling out - Cross-business the system) - Divisions of the internal and external risks for their organization, each - Prioritization Internal company business division formalizes its risk mapping. control In light of this information, they draw up a list of internal & governance control projects, which are covered in action plans that system are monitored at least once a year during June’s Strategic Committee sessions. Audit of risk Audit plan The Risk Manager identifies any new financial and operational Operational feedback management systems - Group risks based on these risk mappings, as well as the information & updating - Divisions - Mapping available or his exchanges with risk or insurance professionals, - Internal control system and with members of the Sustainable Development Committee.

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Other 3rd level control activities documents are sent out to the manager of the company in Audit follow-up missions Within APRIL Assurances, Mutant Assurances and the Axeria question prior to the assignment. These represent essential audits in order to take stock of Vie division, one dedicated person within each structure progress made with the internal control system and the is responsible for internal control, contributing, through Types of internal audit missions effective application of previous recommendations. the 25 assignments carried out in 2007, to ensuring that We differentiate between the following types of mission: the company’s operational procedures are compliant with Mission deliverables and follow-up internal or external standards. Cross-business missions and optimizations At the end of each mission, a review meeting is held with The aim is to conduct audits on specific cross-business the manager of the company concerned. This meeting is In all of the Group’s divisions, the 19 members of staff in issues for the various Group companies. These audits meet also attended by APRIL GROUP’s Risk manager, the head of charge of quality audits have also contributed, thanks to the objective for control activities present throughout the division in question, the auditors as well as any other the seven assignments carried out in 2007, to these control the organization, at all levels and in all functions. specialists whose expertise could help improve the level of activities in line with the Group’s internal control system. These missions also make it possible to identify and internal control. distribute best management practices within the Group. Internal audit plan At this point, the written report on the investigations and the The Group’s annual audit plan for N+1 is defined at the end Specific missions synopsis of recommendations are submitted to the manager of Year N by the Group Committee and validated by the They are focused on potential or proven risks that have been of the company in question. Recommendations are based on Sustainable Development Committee. identified and are specific to a given company or group of three levels: high risk, requiring immediate action, moderate This plan is formally reviewed each half-year period. It may companies. Such audits may be carried out in conjunction risk, requiring an action over the medium term, low risk, when also be adapted according to the importance of new risk with external auditors. the timeframe for implementing corrective actions is left to areas identified or any specific requests. These assignments may also make it possible to ensure the company’s discretion. compliance with the procedures, rules and standards of the This approach enables the units being audited to take the More generally, all internal audit missions are carried out in Group and its companies. recommendations made on board. For each improvement line with the Group internal audit charter aiming to: action proposed, a deadline is set and a manager appointed. 1) Present and disseminate the objectives of internal audit Integration follow-up missions Follow-up missions are carried out to track the implementation missions within APRIL GROUP companies; They concern the companies that joined the Group over the of recommendations, checking progress made against the 2) Define the responsibilities of the various stakeholders in previous year. These comprehensive audits make it possible deadlines set during the review meeting. The head of the the APRIL GROUP internal audit process; to check and supplement the implementation of internal company concerned must ensure that the recommendations 3) Present the operating principles for internal audit and the control procedures defined by the Group. Any specific made in connection with internal audits are taken into practical conditions for its implementation within APRIL points identified during audits carried out when these new consideration effectively, and reports on the improvements GROUP. companies were acquired or their first months of integration made at meetings of the Boards of Directors. Each internal audit assignment is covered by a mission within the Group are also followed up on in connection with statement signed by APRIL GROUP’s Chairman and Chief these missions, with further recommendations issued as Executive Officer and a detailed work program. These relevant.

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2.2.4. Ongoing supervision of the internal control an effective and consistent internal control culture, while fully overhauled in order to adapt the amount of cover to system promoting exchanges on best practices within the Group. The changes in the nature and volume of business for Group main issues looked at in 2007 included: companies; The internal control system is monitored on an ongoing basis, Glossary of common terms for risk management and Review of intellectual protection (brands and domain with regular reviews of its operations by the various players internal control; names), resulting in additional filings, notably outside of described above (see Section 2.2.1 Internal control players). Validation of the integrated risk management process France; The aim is to check its relevance and suitability in relation to within the overall internal control system; Review of the application of the French intermediation law the company’s objectives. Performance of risk mapping interviews; on insurance; Project for an “internal control pack” to be offered for all Ongoing analysis of IT risks based on the risk questionnaire The Group’s internal audit manager also contributes to Group companies. developed in 2006. this monitoring effort, working on exchanges with risk management and internal audit professionals at local or A dedicated risk section has been set up on the Group Furthermore, internal audits were carried out in nine Group national levels. intranet to distribute fact sheets on various issues relating to companies over 2007, focusing on both general issues the internal control system in its broadest sense. (review of management, accounting or financial processes) He factors in feedback from the Statutory Auditors resulting and company-specific subjects (e.g. review of Level 1, 2 from their interim reviews: in this way, the «Recommendation In addition, the risk manager and/or internal audit manager or 3 controls in place on compensation or underwriting Letter» is formalized by the latter, consolidating all of the take part in the half-year meetings for all of the Group’s processes, audit of the pre-closing process, etc.). internal control points raised by the Statutory Auditors accounting and financial managers, chairing an internal in connection with their work. Each point is covered by a control module. These include two follow-up assignments for audits carried management response and an action plan that is followed out over previous years. for each intervention. The following subjects were looked at in 2007: Lastly, two integration follow-up audits were carried out on The integrated risk management process and risk companies that joined the Group in 2006. 2.2.5. Distribution of relevant information in-house mapping; The latest developments for accounting and financial This component is essential in order to rally all of the Group’s internal control; companies around a common vision for internal control and The “internal control pack” project. the use of standard techniques and terms.

In April 2007, a Risk Management and Internal Control Circle 2.3. Missions conducted in 2007 was set up, grouping together the 15 members of staff focused exclusively or partially on the overall internal control In 2007, various cross-business issues were reviewed, approach. including: This Circle met four times in 2007. It is intended to distribute Analysis of Group insurance policies, with these policies

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2.4. Internal control structure relative to reviewed and checked to ensure that the data is consistent critical analysis and validation of revisions by the accounting procedures and financial inf- with the management indicators by the APRIL GROUP consolidation and reporting department; ormation consolidation and reporting department and the financial In October of Year N, companies draw up a second revised managers from the various divisions. Companies are provided version of their budget n, with the consolidation and 2.4.1. Production of consolidated financial statements with an annual consolidation and reporting schedule at the reporting department conducting a critical analysis of and and controls on subsidiary accounts beginning of the year. At each close of accounts, written validating the revised budgets; instructions are given indicating the schedule for tasks At each stage, the budgets and their revised forecasts The accounting and financial information to be provided (notably the conditions for consolidating inter-company are consolidated at Group level by the consolidation and to shareholders is drawn up by the APRIL GROUP’s Finance flows), the latest relevant accounting developments and the reporting department. Division based on the elements provided by Group companies information control procedures that make it possible to draw and drawn up under the responsibility of their managers. up the APRIL Group’s consolidated financial statements. The budgets drawn up by managers of companies making up the APRIL Group and their revised forecasts are presented The economic data submitted to APRIL GROUP’s Finance The scope of the Group is checked by the Finance Division and reviewed by each company’s Board of Directors or Division by APRIL Group companies is drawn up under the and validated in conjunction with Group Legal Services. Supervisory Board. control of the divisions’ financial managers. 2.4.2. APRIL GROUP’s budgetary process The consolidated Group budget and revised forecasts are Each month, APRIL GROUP’s consolidation and reporting ratified by the Group Committee before being reviewed by department carries out a critical analysis of the financial APRIL GROUP’s budgetary process enables it to track the the Board of Directors. data and management indicators provided by each of the income of each subsidiary on a regular basis and react rapidly companies within the Group. to any changes identified at the following stages: 2.4.3. Accounting and financial procedures In October of Year N–1, Group companies draw up Budget Each month, the manager of each subsidiary sends the n and N+1, under the responsibility of their managers The Finance Division keeps a manual of accounting and division concerned and the Group’s Finance Division an and in line with the three-year medium-term plan. These financial procedures up-to-date. This manual is available activity report enabling them to understand and validate the budgets are drawn up under the control of the divisions’ online and updated on a regular basis in line with changes to figures provided. financial managers; accounting standards. It represents the basic tool for sharing Critical review of budgets by the consolidation and reporting Group accounting best practices and methods within Group The consolidation and reporting department consolidates the department: analysis and validation of assumptions, checks to companies. accounting data for all the companies included in the basis ensure that figures provided are consistent with actual data; for consolidation each quarter. The information is sent to In February: review of assumptions used to draw up the parent company as consolidation packages drawn up in budgets in light of the definitive results and adjustments accordance with the accounting standards and instructions made to budgets where necessary; provided by the Group consolidation and reporting In June: revision of their Budget N by Group companies department. At this point, each consolidation package is based on the revised assumptions drawn up by managers,

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2.5. Outlook for 2008 Two follow-up assignments on audits conducted in previous years, selected in light of the key issues at stake. Risk management Two key risk management strategies were set out by the Lastly, audits may be conducted on any other topic or in any Group Committee in the 2008 audit plan: Group company if deemed necessary by the Group Committee The first mappings carried out in 2007 will be updated by or Sustainable Development Committee. the members of the risk division for the business divisions and insurance companies. In addition, new members of the The actions carried out in 2007 and the projects planned for Group (creations or external growth) will also formalize 2008 are in line with our ongoing commitment to improving their first risk mapping; the quality, consistency and effective management of our To promote the distribution of a consistent and coherent operational and support processes wherever necessary. internal control and risk management culture, an “internal They represent part of a general scalable internal control and control” pack will gradually be rolled out for all Group governance system, attentive to regulatory requirements and companies, grouping together the models and best changes, while maintaining a strong focus on the field and practices in terms of internal control. the markets served by the Group’s various companies.

Audits Lyons, February 15th, 2008 In addition to the section presented above, focused specifically on risk management issues, the audit plan for 2008 is built around four sections as usual: Four cross-business issues, with those selected for 2008 ranging from follow-up on subjects audited in previous Chairman of the Board of Directors years (antidiscrimination, review of benefits, application of the French intermediation law) to new major strategic issues (business continuity plans, Tracfin compliance); Five specific issues, focusing on potential or proven risks and notably the organization and strengthening of internal control and governance structures and bodies on insurance companies and the review of reinsurance programs within the Group; Six integration follow-up audits for companies that joined the Group in 2007, with a more international dimension on these companies;

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4 .0 S

4.0 Statutory Auditors’ report

Statutory Auditors’ report on the report of the The Chairman is responsible for drawing up a report on Chairman of the Board of Directors notably the conditions for preparing and organizing the work of the Board of Directors and the internal control procedures Statutory Auditors’ report, drawn up in accordance implemented within the company. with Article L. 225-235 of the French Commercial Code on the report of the Chairman of APRIL GROUP’s Our responsibility is to give you our observations on the Board of Directors relative to the internal control information contained in the Chairman of the Board of procedures applied for the production and processing Directors’ report concerning the internal control procedures of accounting and financial information. relative to the production and processing of accounting and financial information. Dear Shareholders, We conducted our audit in accordance with the industry standards applicable in France. These standards require Dear Shareholders, In our capacity as Statutory Auditors that we plan and perform the audit to obtain reasonable for APRIL GROUP, and in accordance with the provisions of assurance that the information given in the Chairman of Article L. 225-235 of the French Commercial Code, please the Board of Directors’ report is free from any material find hereafter our report on the report drawn up by the misstatements with regard to the internal control procedures Chairman of your company’s Board of Directors pursuant to applied when drawing up and processing accounting and the provisions of Article L. 225-37 of the French Commercial financial information. Code for the year ended December 31st, 2007.

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This audit notably involved: control procedures relative to the production and processing Reviewing the internal control procedures relative to the of the accounting and financial information contained in drawing up and processing of accounting and financial the Chairman of the Board of Directors’ report, drawn up information, as reflected in the information presented in pursuant to the provisions of Article L. 225-37 of the French the Chairman’s report, as well as existing documentation; Commercial Code. Reviewing evidence supporting this information, as well as existing documentation; Determining whether any major shortcomings on internal control for the drawing up and processing of accounting Villeurbanne, March 3rd,2008 and financial information that we have identified in connection with our audit are presented in an appropriate The Statutory Auditors way in the Chairman’s report. Mazars Deloitte & Associés On the basis of our work, we have no matters to report Max Dumoulin Olivier Rosier concerning the information given on the company’s internal Jean-Claude Lemaire

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03 C

03 Consolidated financial statements P. 93 1. APRIL GROUP consolidated financial statements at December 31st, 2007

P. 98 2. Notes to the consolidated financial statements at December 31st, 2007

P. 148 3. Statutory Auditors’ report on the consolidated financial statements

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Consolidated income statement

EARNINGS – DECEMBER 31ST (in thousand euros) Notes Dec, 31st 2007 Dec, 31st 2006

Revenues 4.1 604,183 520,400 Other operating income 5.1 14,304 8,405 Financial income net of charges and excluding cost of debt 5.2 19,395 14,668 TOTAL INCOME FROM ORDINARY ACTIVITIES 637,882 543,473 Insurance underwriting expenses 5.3 -159,016 -145,838 Income or expenses net of reinsurance cessions 5.4 -23,916 -1,341 Other purchases and external expenses 5.5 -194,682 -168,428 Tax -15,069 -13,004 Personnel costs 5.6 -122,344 -101,263 Depreciation allowance -7,431 -5,817 Provisions -7,278 -7,246 Other operating income and expenses -3,705 -3,624 EBIT 104,441 96,913 Change in goodwill 5.7 26 -52 Other operating income and expenses 5.8 178 -67 OPERATING INCOME 104 645 96,794 Financial expenses -140 -77 Share in affiliated companies 0 0 Tax charge 5.9 -31,966 -31,208 CONSOLIDATED NET INCOME 72,539 65,509 Minority interests 428 434 NET INCOME (GROUP SHARE) 72,111 65,075

EARNINGS PER SHARE 13 1.77 1.60 DILUTED EARNINGS PER SHARE 13 1.75 1.58

The notes on Pages 98 to 147 represent an integral part of the consolidated financial statements. 93 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 1.0 APRIL GROUP consolidated financial statements at December 31st, 2007

Consolidated balance sheet: assets

ASSETS AT DECEMBER 31ST (in thousand euros) Notes Dec, 31st 2007 Dec, 31st 2006

Gross assets Depreciation and provisions Net assets Net assets Goodwill 6.1 144,347 10,549 133,798 72,910 Other intangible fixed assets 6.2 44,190 29,852 14,338 7,272 TOTAL INTANGIBLE ASSETS 188,537 40,401 148,136 80,182 TANGIBLE FIXED ASSETS 6.3 33,093 16,927 16,166 13,622 Investment properties 225 13 212 108 Financial investments for insurance activities 6.4 312,584 2,387 310,197 266,907 TRANSFEREE AND RETROCESSION SHARE IN UNDERWRITING PROVISIONS 6.9 80,130 80,130 80,510 AND FINANCIAL LIABILITIES Deferred tax assets 6.5 6,314 6,314 4,819 Other assets 6.6 5,486 75 5,411 2,654 OTHER ASSETS 11,800 75 11,725 7,473 Receivables from insurance operations or reinsurance accepted 6.6 21,630 21,630 3,351 Receivables from cession operations on reinsurance 6.6 22,159 22,159 7,962 Trade receivables 6.6 109,562 5,126 104,436 61,258 Tax receivables due 6.6 3,084 3,084 312 Other Receivables 6.6 38,651 1,097 37,554 28,237 RECEIVABLES 195,086 6,223 188,863 101,120 Cash and cash equivalents 6.6/7.4 177,718 177,718 167,810 TOTAL ASSETS 999,173 66,026 933,147 717,732

The notes on Pages 98 to 147 represent an integral part of the consolidated financial statements.

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Consolidated balance sheet: liabilities

LIABILITIES AT DECEMBER 31ST (in thousand euros) Notes Dec, 31st 2007 Dec, 31st 2006

Share capital 16,325 16,293 Issue premiums 11,392 10,021 Consolidated reserves 195,609 150,722 Earnings for the period 72,111 65,074 Foreign currency adjustments -1,045 -37 GROUP SHAREHOLDERS’ EQUITY 294,392 242,073 Minority interests -578 1,348 TOTAL SHAREHOLDERS’ EQUITY 293,814 243,421 Underwriting provisions for insurance policies 6.9 254,289 214,264 Technical liabilities on investment policies 6.10 8,322 Provisions for contingencies and losses 6.11 14,276 15,447 Deferred tax liabilities 6.5 2,755 4,680 Financial debt 6.12 30,305 8,023 Current bank borrowings 6.13/7.4 10,326 6,584 Liabilities from insurance operations or reinsurance accepted 6.13 6,919 5,191 Liabilities from reinsurance operations ceded 6.13 37,449 29,752 Operating liabilities 6.13 194,912 131,275 Tax liabilities due 6.13 1,929 4,540 Other liabilities 6.13 77,851 54,555 TOTAL LIABILITIES 933,147 717,732

The notes on Pages 98 to 147 represent an integral part of the consolidated financial statements.

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Consolidated cash-flow statement

CASH-FLOW STATEMENT (in thousand euros) Notes Dec, 31st 2007 Dec, 31st 2006

CONSOLIDATED NET INCOME 72,111 65,508 Elimination of net expenses without any impact on cash-flow 7.1 41,998 20,835 Income from equity affiliates Income from disposals and other income 62 175 Cash-flow 7.2 114,171 86,518 Change in assets and liabilities 7.3 7,376 4,394 NET CASH-FLOW LINKED TO ACTIVITIES 121,547 90,912 Net investments in tangible and intangible fixed assets -17,863 -7,228 Net insurance activity investments -54,174 -36,815 Net cash-flow on acquisitions of consolidated companies -28,546 -8,283 NET CASH-FLOW LINKED TO INVESTMENTS -100,584 -52,326 Capital increase linked to the exercising of stock options 1,403 2,954 Capital increase linked to minority interest in consolidated companies 1,263 Acquisition and disposal of treasury stock 416 -6,608 Dividends paid - to APRIL GROUP shareholders -16,227 -13,391 - to minority interests in consolidated companies -558 -189 Net change in borrowings -515 -83 NET CASH FLOW FROM FINANCING OPERATIONS -14,218 -17,318 Impact of conversions -578 184 CHANGE IN CASH 7.4 6,167 21,452

The notes on Pages 98 to 147 represent an integral part of the consolidated financial statements.

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Change in shareholders’ equity

Earnings booked Share Reserves linked Treasury Consolidated Total Group Minority CHANGE IN SHAREHOLDERS’ EQU­ITY (in thousand euros) directly against Total capital to capital stocks earnings and reserves share interests shareholders’ equity SHAREHOLDERS’ EQUITY Jan 1st, 2006 16,237 10,978 - 159,013 9,515 195,743 1,334 197,077 Capital operations 56 2,696 2,752 2,752 Share-based payments 154 154 154 Treasury stock operations -6,608 -6,608 -6,608 Dividends -13,391 -13,391 -189 -13,580 Net income for 2006 65,074 65,074 434 65,509 Tangible and intangible fixed assets: revaluations and disposals (1) Financial instruments: fair value changes and transfers -280 -280 -280 over to earnings (2) Foreign currency adjustments: changes and transfers over to 280 280 280 earnings (3) Earnings booked directly against shareholders’ equity (1) + (2) + (3) 280 -280 0 0 Change of accounting method -1,535 -1,535 -1,535 Change in scope -116 -116 -231 -356 SHAREHOLDERS’ EQUITY Jan 1st 2007 16,293 13,674 -6,608 209,478 9 236 242,073 1,348 243,421 Capital operations 32 1,371 1,403 1,403 Share-based payments 528 528 528 Treasury stock operations 416 416 416 Dividends -16,227 -16,227 -558 -16,785 Net income for 2007 72,111 72,111 428 72,539 Tangible and intangible fixed assets: revaluations and disposals (1) Financial instruments: fair value changes and transfers -4,548 -4,548 -4,548 over to earnings (2) Foreign currency adjustments: changes and transfers over to -1,032 -1,032 -1,032 earnings (3) Earnings booked directly against shareholders’ equity (1) + (2) + (3) -1,032 -4,548 -5,580 -5,580 Change in scope -332 -332 -1,796 -2,128 SHAREHOLDERS’ EQUITY Dec 31st 2007 16,325 15,045 -6,192 264,526 4,688 294,392 -578 293,814

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2.0

N

2007 otes to the consolidated financial statements at December 31st

2.0 Notes to the consolidated financial statements at December 31st 2007

Note 1 - Accounting principles and methods...... p.98 Note 1. Accounting principles and methods

Note 2 - Significant events over the period...... p.106 1.1. General accounting principles Note 3 - Basis for consolidation...... p.108

Note 4 - Sector information...... p.117 1.1.1. General framework

Note 5 - Notes to the income statement...... p.122 Pursuant to European regulation 1606/2002 of July 19th,

Note 6 - Notes to the balance sheet...... p.127 2002, APRIL GROUP’s consolidated financial statements have been drawn up in accordance with IFRS as adopted Note 7 - Notes to the cash-flow statement...... p.137 within the European Union. The IFRS framework includes

Note 8 - Transactions with related parties...... p.137 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and their Note 9 - Financial and insurance risk management...... p.138 interpretations by the International Financial Reporting Note 10 - Share-based payments...... p.146 Interpretations Committee (IFRIC).

Note 11 - Investments...... p.146 The accounting rules and valuation principles retained for Note 12 - Off-balance sheet commitments...... p.147 drawing up the consolidated financial statements at December 31st, 2007 are those contained in the IFRS standards and Note 13 - Net income and dividends...... p.147 interpretations published in the European Union’s official Note 14 - Post-balance sheet events...... p.147 gazette on December 31st, 2007, the application of which is compulsory as of this date. Any standards or interpretations adopted by the IASB or IFRIC but not yet made compulsory by the European Union at December 31st, 2007 have not been applied. The financial statements have been drawn up based on the principle of historical costs and amortized costs, with the exception of certain financial assets, valued on a fair value basis.

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1.1.2. Change of accounting method control with a limited number of other shareholders are carried out by Group companies in any currency other than proportionately consolidated. that in which they are presented are initially booked by There are no changes in accounting methods to report for applying the day’s exchange rate between the presentation 2007. Companies over which APRIL GROUP exercises a significant currency and the foreign currency on the transaction date to influence are consolidated on an equity basis. the foreign currency amount. 1.1.3. New IFRS Certain equity interests meeting the abovementioned criteria are not consolidated on account of their small size. Conversion differences resulting from the payment of APRIL GROUP has applied IFRS 7 “Financial instruments: The securities of such companies are recorded under equity monetary elements or the conversion of monetary elements information to be provided” and the amendment to IAS 1 securities. The consolidation of all of these companies would at different rates than those used when initially recorded in “Presentation of the financial statements – information to not have a significant impact on the consolidated financial the accounts are booked on the income statement. be provided concerning the capital” ahead of schedule, as statements. The individual accounts incorporated into the adopted under European Community Commission Regulation consolidated financial statements are drawn up as on the 1.4. Use of estimates 108/2006 of January 11th, 2006, and made compulsory for closing date for the consolidated financial statements. financial years starting after January 1st, 2007. Inter-company transactions, inter-company accounts on Drawing up financial statements in accordance with the It has also taken into account IFRIC 8 “Scope of IFRS 2” the balance sheet and internal profits and distributions of conceptual IFRS framework may require the use of estimates (Regulation 1329/2006 of September 8th, 2006) and IFRIC earnings have been eliminated. and assumptions in order to determine certain amounts 10 “Interim Financial Reporting and Impairment” (Regulation included in these statements. 610/2007 of June 1st, 2007), applicable for drawing up APRIL 1.3. Conversion of the financial statements and GROUP’s financial statements. transactions in other currencies 1.5. Specific presentation provisions

1.1.4. Early aplication for 2007 The financial statements of foreign companies are drawn up The presentation of the consolidated financial statements in the local currency, which corresponds to the operating adopted by the Group represents a general presentation APRIL GROUP has applied IFRIC 11 “Group and Treasury currency for all Group companies. incorporating certain aggregates specific to the insurance Share Transactions” ahead of schedule, as adopted under The assets and liabilities of Group companies expressed in business in order to factor in the specific features of the European Community Commission Regulation 611/2007 of foreign currencies are converted into euros at the exchange APRIL GROUP. June 1st, 2007. rate in force at year-end. Income statement items are converted based on the average Indeed, APRIL is an insurance brokerage group that also 1.2. Consolidation principles and methods exchange rate for the period. includes insurance companies. Exchange differences resulting from the conversion of foreign The financial statements of companies over which APRIL subsidiary financial statements are booked directly to foreign 1.5.1. Presentation of the balance sheet GROUP directly or indirectly exercises exclusive control are currency adjustments under consolidated shareholders’ fully consolidated. The financial statements of companies equity. The balance sheet is presented in increasing order of liquidity, over which APRIL GROUP directly or indirectly exercises joint Transactions concerning monetary or non-monetary elements incorporating the specific aggregates for insurance companies:

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Financial investments for insurance activities, which are It also includes the change in the fair value of financial Premiums linked to investment policies without any valued in accordance with IAS 32 and 39, instruments recorded at their fair value and earnings. Since discretionary profit-sharing are not recognized under Trade receivables, which are broken down into receivables it is directly linked to the APRIL GROUP’s financial model revenues. from insurance operations and reinsurance accepted and and activities, both for the insurance business and for receivables from cession operations on reinsurance, brokerage activities, which generate a cash surplus, they are For services provided: revenues are taken into account as incorporated into «income from ordinary activities”. of the service performance start date. Income is taken into Operating liabilities, which are also broken down, with account as and when services are delivered. liabilities from insurance operations and reinsurance 1.6. Revenues accepted and liabilities from cession operations on At year-end, the commissions corresponding to the non- reinsurance, Revenues comprise: executed fraction of policies represent pre-booked income.. Underwriting provisions, which are booked gross under Acquisition commissions in payment of business liabilities, with the reinsured portion under assets: trans- contributions, 1.7. Financial income net of charges and excluding cost feree and retrocession share in underwriting provisions Management commissions in payment of administrative of debt and financial liabilities. functions, Financial liabilities are broken down in order to differentiate Development commissions based on underwriting portfolio Financial income net of charges groups together all financial between technical liabilities on investment policies and results, income and expenses excluding the cost of debt: financial debt. Insurance premiums gross of reinsurance, Financial income from insurance company investments, Acceptance premiums, Revenues from cash and cash equivalent investments, 1.5.2. Presentation of the income statement Services provided. Financial expenses linked to such investments (including external management costs), The income statement is presented with a breakdown The principles for recording and recognizing revenues Changes in the fair value of investments against earnings, for each type of entry, in line with CNC recommendation are as follows: Capital gains and losses on disposals net of provisions and 2004-R.02 dated October 27th, 2004 and factoring in the write-backs for depreciation. specific aggregates for insurance companies: For acquisition and management commissions: revenues Inderwriting expenses for insurance policies (cf. note 1.8); comprise the share in commissions relating to premiums The cost of debt primarily corresponds to financial expenses The result for reinsurance “net income or expenses for acquired over the period. incurred on funds borrowed. reinsurance cessions” (cf. note 1.9). For development commissions: they are recorded in the year of acquisition insofar as they can be reliably valued. The figure for financial income net of charges and excluding Otherwise, they are recorded upon collection. cost of debt corresponds to revenues and earnings from the For insurance premiums: revenues comprise premiums issued disposal of insurance company investments and operating and to be issued, acquired as on the date for the close of cash-flow from the brokerage activities. accounts, net of cancellations and gross of reinsurance.

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1.8. Underwriting expenses on insurance policies 1.11. Goodwill 1.12. Other intangible fixed assets

Underwriting expenses on insurance policies correspond to Goodwill represents the difference between the acquisition Other intangible fixed assets include intangible fixed commissions paid to business-getters, claims paid out to cost, plus related costs, of the securities of consolidated assets acquired separately such as software solutions or policyholders, related costs and changes in underwriting companies and the Group share in the fair value of assets, policyholder portfolios. provisions gross of reinsurance (including changes for the liabilities and contingent liabilities that may be identified fair valuation of technical liabilities for investment policies). as acquired on the date on which the equity interest is Intangible fixed assets resulting from acquisitions are acquired. recorded separately from goodwill when they can be Costs per destination for insurance companies are broken identified, controlled by the company and are likely to down by category on the income statement in line with the Goodwill is recorded as an intangible fixed asset. In ac- generate future economic benefits. format retained by the APRIL GROUP. cordance with IAS 36, it is subject to value tests as soon as any signs of an impairment in value come to light and at The development costs of software for use in-house, for the 1.9. Income or expenses net of reinsurance cessions least once a year, based on the discounted cash-flow (DCF) portion relative to internal and external costs, contributing method. directly to the creation of an improvement in performance, Income or expenses net of reinsurance cessions correspond are recorded as assets provided that they will generate future to the net balance of: For these tests, goodwill is broken down for each cash- flow economic benefits and that they are clearly identified. Premiums ceded, representing expenses, generating unit, which correspond to consistent groups Claims ceded, representing income, relative to the generation of cash-flow. In light of the Other software development costs are immediately booked Reinsurance commissions, representing income, organization in place within the Group, cash-flow generating as expenses. Change in provisions ceded, representing income (net units correspond either to subsidiaries or to groups of write-back) or expenses (net charge). subsidiaries with common characteristics. Intangible fixed assets are broken down into two categories, with assets with a definite lifespan and assets with an 1.10. Other operating income and expenses The conditions for impairment tests on cash-flow generating indefinite lifespan: units are detailed in Section 1.16.2. Fixed assets with a definite lifespan are amortized over Other operating income and expenses comprise income and their useful life, as defined below, expenses as defined by CNC recommendation 2004 R02: Negative goodwill is booked directly into earnings. Fixed assets with an indefinite lifespan are not amortized. Capital gains and losses on the disposal of non-current tangible and intangible assets, In the event of an impairment in the going value, a Nevertheless, irrespective of their lifespan, fixed assets are Depreciation of non-current tangible and intangible assets, depreciation charge is recorded in the consolidated financial subject to an annual impairment test. except for depreciation relative to goodwill, statements under “change in value of goodwill”. Restructuring expenses, The depreciation recorded is non-reversible and may The amortization of intangible fixed assets with a definite Provisions relative to a major dispute. not be written back if the going value for the goodwill lifespan is calculated based on the acquisition or production in question climbs back above its book value again. cost in line with the linear method and the asset’s useful life.

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The latter is revised each year: 1.14. Investment properties the asset’s net sales price or its going value, determined by Policyholder portfolios are amortized in proportion to their estimating the future financial flows to be generated by the renewal rate, over a maximum period of 10 years. In accordance with IAS 40, the Group has chosen to value asset. Software products are amortized over a period ranging from investment properties based on the amortized cost method, one to three years, depending on their planned useful life. i.e. based on the historical cost less cumulative deprecation 1.16.2. Intangible fixed assets with an indefinite charges. lifespan and goodwill: 1.13. Tangible fixed assets (excluding investment properties) 1.15. Fixed assets under finance-leases For this test, fixed assets are grouped together into cash- flow generating units, which are defined as a consistent In accordance with IAS 16, the gross value of tangible fixed In accordance with IAS 17 “Leases”, fixed assets held under group of assets generating different cash inflows and assets corresponds to their acquisition or creation cost. finance-leases are recorded under assets at the lower of their outflows from other sets of assets. discounted value of future payments or their fair value. The Tangible fixed assets are valued on a historical cost basis and corresponding debt is recorded as a liability under borrowings In light of the organization in place within the Group, cash- are not subject to any revaluations. and financial debt. flow generating units correspond either to subsidiaries or to Fixed assets are primarily self-financed and there are no groups of subsidiaries with common characteristics. assets that require a lengthy period of preparation in order They are amortized in line with their estimated useful life as The going value of assets is determined by discounting net to be able to be used or sold. As such, no borrowing costs are defined above. future cash-flows (discounted cash-flow method). incorporated into the cost of assets. 1.16. Impairment in value of assets The financial flows based on activity forecasts for the Maintenance and repair costs are booked directly under next four years are discounted in line with the following expenses for the year, with the exception of those making it Assets with an indefinite useful life are not amortized, but assumptions: possible to raise performance levels for the asset in question are subject to an annual impairment test. Assets that are A risk-free rate of 4%, determined in relation to the rate or increase its useful life. amortized are subject to an impairment test when, due to for French government bonds, specific circumstances of events, the collectability of their A risk rate of 4.07%, defined in relation to the risk premium Amortization charges are calculated in line with the linear book values is called into question. demanded by investors on the small and midcap market, method based on the acquisition or production cost, after A sensitivity coefficient for the risk rate of between 1 and deducting, as relevant, the residual value. The depreciation 1.16.1. Intangible fixed assets with a definite lifespan 4, determined according to the activity of each subsidiary, period is based on the estimated useful life: and tangible fixed assets: its maturity, the existence or not of a portfolio of recurring Buildings are amortized over up to 50 years, activities and the breakdown of clients in this portfolio, General fixtures and fittings are amortized over up to eight years, If there are any such signs, the recoverable value of fixed assets A conservative infinite growth rate between 0% and Office equipment is amortized over up to five years, is estimated and an impairment in value is recorded when the 2%, determined according to activity forecasts for the IT equipment is amortized over up to three years, book value of an asset is higher than its recoverable value. subsidiary. Office furniture is amortized over up to five years. The recoverable value of an asset represents the higher of

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An impairment in value is recorded when the net book value listed on an official, regulated or assimilated market. In such Issuers’ financial difficulties or probability of bankruptcy; of intangible fixed assets and goodwill is higher than their case, the fair value corresponds to the last known stock price Payment defaults on interest or the principal. going value, as determined in this way. at year-end or the last net asset value published for UCITS. The amount of this depreciation charge is equal to the The depreciation recorded for goodwill is non-reversible and In certain rare specific cases or if instruments are not listed, difference between the book value and the estimated may not be written back if the going value for the goodwill in the fair value may correspond to a valuation by the issuer or recoverable value. When this concerns unlisted securities, question climbs back above its book value. contributors. in the absence of any market value, the amount of the depreciation charge is determined in relation to the 1.17. Financial investments Recording in the accounts security’s value in use. This value in use is determined based The Group records financial assets in its accounts as soon as on financial criteria that are adapted to the situation of the Financial investments primarily comprise the investments of it becomes a party to the contract in question. The recording security concerned. insurance companies included in the basis for consolidation, date corresponds to the date on which transactions are notably: undertaken. The acquisition costs for financial investments Depreciation charges are recorded on the income statement. Shares, bonds, equity UCITS or bond UCITS included under are directly recorded as expenses over the year since they For debt instruments: if the instrument’s fair value increases the category of “assets available for sale”. These financial do not represent a significant value, either individually or subsequently as a result of events occurring after the investments are valued on a fair value basis, with any combined. impairment, the write-back is booked against earnings. For unrealized gains or losses booked against shareholders’ equity instruments: any impairments in value recorded on equity until their disposal. When sold off, any value Depreciation such instruments are only written back against earnings adjustments are recorded on the income statement, Financial assets other than those recorded at fair value when the instrument in question is removed. Cash-based UCITS included under the category for through profit and loss are subject to an impairment test at “securities held for transaction purposes”. These assets are each close of accounts. 1.18. Financial futures and hedging operations valued on a fair value basis, with any unrealized or realized Assets held for sale are depreciated in the event of any gains or losses booked on the income statement. objective signs of a significant and lasting impairment in No financial futures or hedging operations are used. value. Stakes in cash-based UCITS recorded under investments for 1.19. Receivables from insurance operations or insurance activities may not exceed 20%, in accordance with An impairment is recorded for securities with capital losses reinsurance accepted the management constraints put in place by the Group. for over six months or with capital losses representing over 20% at the close of accounts for shares and UCITS that are Receivables from insurance operations comprise premiums No financial assets are included in the category for not consolidated, booked as “assets held for sale”. acquired but not issued as well as premiums issued but not investments held through to maturity (HTM). collected, after deducting any premium cancellations. The fair value corresponds to the market value of financial For debt instruments that are recorded as “assets held for The amount of premiums acquired but not issued is calculated instruments at year-end. sale”, APRIL GROUP analyzes the following criteria in order to at each close of accounts in order to associate the premiums The vast majority of financial instruments in the portfolio are identify any objective signs of impairment in value: acquired over the period in question.

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1.20. Receivables from cession operations on the date on which premium requests are sent out when this Any inadequate provisions are recorded against earnings. In reinsurance is earlier. the specific case of non-life insurance policies, a provision for current contingencies is booked for policies whose premiums Receivables from cession operations on reinsurance A provision for depreciation may be recorded for trade are estimated to fall short of the level required to cover represent the sums to be collected from reinsurers: claims receivables relative to the share of commissions on the future management costs and claims. pending compensation and commissions to be received. premiums for clients whose policies have been cancelled for non-payment of premiums. 1.25. Provisions for contingencies and losses 1.21. Cash and cash equivalents This share is calculated based on the historical results for disputed collection operations on such cancelled In accordance with IAS 37 “Provisions, contingent liabilities Cash and cash equivalents comprise liquid assets and units policyholders. and contingent assets”, a provision is recorded when the in cash-based UCITS other than those held by insurance Group has a legal or implied obligation resulting from past companies recorded under financial investments (cf. Note 1.23. Underwriting provisions for insurance policies events that will generate an outflow of resources without at 1.17). least an equivalent counterparty, provided that future cash Underwriting provisions linked to insurance companies are outflows may be estimated on a reliable basis. They represent very short-term, liquid investments that may recorded gross of reinsurance operations as liabilities on be converted at any time into a known cash amount and the balance sheet, with the reinsurance section booked This item comprises commitments with uncertain maturities subject to a low risk of changes in value. as an asset under “transferee and retrocession share in or amounts stemming from commercial and tribunal disputes underwriting provisions”. Such underwriting provisions or other risks. Cash investments are valued on a fair value basis, with any are determined based on statistical and actuarial data in In general, each known dispute in which the company is unrealized or realized gains or losses booked on the income accordance with the French Insurance Code (Code des involved has been reviewed by management as on the statement under “financial income net of charges and Assurances), notably the laws governing disability and date for the close of accounts, further to advice from excluding cost of debt”. invalidity appended to this code. external advisors as relevant, with the provisions deemed The fair value is determined in relation to the market price as necessary recorded in order to cover the estimated risks. on the closing date for the period. 1.24. Liability adequacy tests for Group insurance companies 1.26. Staff benefits 1.22. Trade receivables At the time of each close of accounts, liability adequacy tests Short-term benefits due within 12 months of the end of Trade receivables group together premium requests pending are carried out for each consolidated company in order to the financial year are recorded for the period during which payment issued by APRIL GROUP brokerage companies as ensure the adequacy of insurance liabilities. To conduct these the services were provided by members of staff and for the well as receivables relating to services provided. tests, the companies consolidate policies based on common amount that the company expects to pay. criteria, factoring in how they have been acquired, how they Provisions are recorded for these amounts on a non- Premiums requested are only recorded in the accounts as on are managed and how their profitability is measured. discounted basis. the date that the cover effectively takes effect, and not on

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The Group’s commitments, resulting from the defined benefit The Group’s financial liabilities are recorded on a cost basis, These options may generally be exercised after several years systems, are determined in accordance with the projected with the exception of commitments to buy out minority and within a timeframe set upon acquisition. credit unit method as per IAS 19. These commitments interests (cf. Note 1.28) and investment contracts without Since it may not be possible to determine the fair value of primarily concern retirement benefits. any discretionary profit-sharing, since the impact of using such financial liabilities in the absence of sufficiently reliable the amortized cost method is not significant. forecasts or active markets, the following method is applied: Since these systems are non-financed, commitments relating A three-year period following the close of accounts or the to retirement benefits valued based on the likely fair value Investment contracts without any discretionary profit-sharing interim situation is determined in order to have quantified of the rights acquired, taking into consideration the legal are marked to market. Their fair valuation is booked directly forecasts that may be considered sufficiently reliable, provisions and national wage bargaining agreements in force, against earnings. Commitments taking effect during this period are valued based on actuarial hypotheses primarily factoring in wage and recorded by APRIL GROUP, rises through to retirement age, staff turnover and mortality 1.28. Commitments to buy out minority interests Commitments taking effect after this period may not tables. The commitments calculated in this way are booked be valued on a reliable basis and are not recorded. Such as provisions for contingencies and losses. When taking control of companies included in the basis commitments are presented in Note 12 Off-balance sheet for consolidation at December 31st, 2007, APRIL GROUP commitments. Actuarial differences primarily reflect changes in the as- or its consolidated subsidiaries have in certain cases made sumptions used. Such differences are recorded immediately commitments to purchase interests in the capital held by such As such, the commitments to enter into effect in 2008, 2009 on the income statement. companies’ minority shareholders. In accordance with IAS 32, and 2010 are recorded as at December 31st, 2007. purchase commitments given relative to fully consolidated The cost of past services is recorded directly against earnings subsidiaries are recorded under «financial liabilities». The Changes in the fair value of buyout commitments are as soon as entitlements to benefits are acquired. counterparty of such financial liabilities is not specified under recorded at close of accounts for the following periods IFRS. This point has been referred to the IFRIC. Pending the against goodwill. 1.27. Financial liabilities IFRIC’s response, APRIL GROUP has opted to record the difference between the fair value of financial liabilities and The treatment retained may be modified in light of changes Financial liabilities correspond to the following elements: the amount of minority interests cancelled in shareholders’ in IFRS and their interpretations. Either a contractual obligation to provide another company equity under goodwill. with cash or another financial asset, 1.29. Tax Or a contract that will or may result in treasury stock being Under IAS 39, financial liabilities are valued on a fair value awarded. basis. The formulae for valuing clauses to buy out stakes held In accordance with IAS 12 “Income taxes”, deferred taxes are Or investment contracts without any discretionary profit- by minority shareholders in consolidated subsidiaries are recorded as soon as any timing differences appear between sharing. based on these companies’ economic performances as on the book and tax values of assets and liabilities, as well as on The Group records financial liabilities when it becomes a the date on which the option is exercised. recoverable tax losses. party to the contract in question, i.e. on the date on which Such formulae are generally based on profitability and operations are committed to. development criteria.

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In line with the variable deferral method, the impacts of any method for market intermediaries in terms of valuing 1.32. Post-balance sheet events changes in the tax rate on deferred tax recorded previously options. are booked on the income statement during the year in which The calculation factors in the following parameters: The value of assets and liabilities on the balance sheet date such rate changes take effect. The exercise price, is adjusted when any events occurring after the close of The lock-in period, accounts significantly alter the amounts recorded as on the Deferred taxes are determined based on the tax rates that The current price of the underlying share, closing date. Such adjustments may be made up until the have been adopted or virtually adopted at the close of The expected volatility, date on which the financial statements are approved by the accounts and which are expected to be applied when the The expected dividends, Directors’ Board. deferred tax asset concerned will be realized or the deferred The risk-free interest rate over the lock-in period. Any other events that do not have any impact on the tax liability paid. accounts are presented in the notes. The value of the option is recorded on a linear basis between Deferred tax assets are recognized only if they are likely to the date on which the option was granted and its maturity be recovered. date, i.e. over the period during which rights are acquired, Note 2. Significant events over the period factoring in the likelihood of the beneficiary’s presence on 1.30. Share-based payments the right acquisition date. 2.1. Acquisitions of companies and additional equity The benefits calculated in this way are recorded under interests: The Group’s employees and managers may be granted personnel costs on the income statement, booked against warrants or stock options. shareholders’ equity under liabilities in the consolidated AMT Only plans granted as of November 7th, 2002 and under financial statements. On January 5th, 2007, APRIL GROUP acquired a 75% stake in which rights were not acquired as at January 1st, 2005 are AMT, a wholesale broker specialized in designing, managing concerned by the application of IFRS 2. Any prior plans are There are no other means of share-based payments within and distributing motorcycle insurance policies. AMT has been not valued and are not recorded in the accounts. the Group. consolidated as of January 1st, 2007.

Under IFRS 2, an expense must be recorded corresponding 1.31. Treasury stock Febs to the cost of services received by the company in return On February 19th, 2007, APRIL GROUP bought out a 10% for the options granted. The amount of this expense is The only shares held as treasury stock are based on the stake held by minority shareholders in Febs, taking its determined in relation to the value of the option on the date liquidity agreement. interest in this company’s capital up to 84%. it was granted (this expense is not re-evaluated during the Treasury stock held by the Group are recorded at their option’s life). The allocation date corresponds to the date on acquisition cost against shareholders’ equity. APRIL Germany which options are granted. Capital gains or losses on disposals of treasury stock are On May 16th, 2007, APRIL GROUP bought out the 20% stake booked directly against shareholders’ equity such that the held by minority shareholders in APRIL Germany, taking its For each plan, the value of the option has been determined contingent gains or losses do not affect earnings for the interest in this company’s capital up to 100%. based on the Black and Scholes model, the benchmark period.

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APRIL North America 2.3. Activities started up APRIL GROUP, through its subsidiary APRIL Mediterranean APRIL GROUP, through its specially created subsidiary APRIL Ltd (regional holding company), created Axeria Re Ltd on North America, acquired the Canadian brokerage firms Axeria Vie, previously Vivier Assurances, a life insurance December 28th, 2007, a Malta-based reinsurance company. ESCAPADE on June 11th, 2007 and DAVE ROCHON on June company with a capital of 40 million euros, is now supporting 8th, 2007. ESCAPADE, based in Sainte Croix, is specialized the Group’s development projects on the life insurance and In 2007, APRIL GROUP launched the business for APRIL in travel insurance products for retail customers. DAVE savings market. Santé (previously ASSURADOM), with a network of points of ROCHON, based in Montreal, is a wholesale broker specialized ISR Courtage, the dedicated structure for distributing socially sale and spaces for advice on family health insurance and in heightened risks on retail and corporate property and responsible investment products online, has started trading. services. casualty insurance. These two companies have been consolidated since July 1st, 2007. Solucia PJ, previously Axeria Conseils, a legal protection APRIL Corporate Broking, previously APRIL International, insurance company, has been developing a business to launched its activity to design, integrate and manage P&C ASSURDOM Gestion design, manage and sell insurance policies for individual insurance solutions for businesses, offered through a On June 22nd, 2007, APRIL GROUP acquired a 38.2% stake in businesses and families since the beginning of 2007. network of brokers and insurance agents. the Reunion-based ASSURDOM Gestion, with this wholesale broker specializing in property and casualty risks, primarily APRIL Cover, set up in 2006, has started trading, providing 2.4. Reorganization for retail customers. This company has been consolidated small and medium-sized businesses with access to the since July 1st, 2007. entire range of tools required for managing their customer APRIL Solutions positions in order to prevent and manage non-payment In line with the reorganization of APRIL GROUP around its Assinco risks: prevention, compensation, collection management, business branches, APRIL Solutions carried out the following On November 7th, 2007, APRIL GROUP acquired an 80% stake optimization of financing. partial asset contributions on May 31st, 2007, effective in Assinco. Assinco is an insurance brokerage firm, operating retroactively to January 1st, 2007: directly or through its 16 subsidiaries, on personal insurance, Solidaris, previously APRIL Partenariats, has been developing Individual personal protection/health branch contributed to property and casualty insurance for goods and credit non-discriminating insurance solutions and services for legal APRIL Projet; insurance, for businesses and individuals on mainland France protection, supplementary health and loan insurance for the Property and casualty branch contributed to APRIL Service. and in French overseas departments and territories. This homosexual community since 2007. company has been consolidated since November 1st, 2007. These companies have been renamed following this operation: APRIL Réunion, previously APRIL Distribution, began trading APRIL Solutions is now APRIL GROUP CORPORATE; 2.2. Other operations on securities in 2007 on Reunion. The company is focused primarily on APRIL Projet is now APRIL Marketing Solutions; individual personal protection and health. APRIL Service is now APRIL Solutions. London & European Title Insurance Services In March 2007, APRIL GROUP, through its subsidiary London In 2007, APRIL GROUP created APRIL CEE Development, a & European Title Group, sold off a 14% stake in its subsidiary Budapest-based brokerage company, in order to develop its London & European Title Insurance Services to its managers. business in Hungary.

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Structuring of the Corporate division Note 3. Basis for consolidation for consolidation in 2007, since their activities had been On December 31st, 2007, APRIL GROUP CORPORATE transferred to the companies that they were merged into. contributed its group business branch to APRIL Solutions 3.1. Change in scope Entreprises (previously APRIL Direct), effective retroactively 3.2. Information on the scope to November 1st, 2007. The changes in scope between December 31st, 2006 and APRIL GROUP DOMMAGES ENTREPRISES (previously MERLE December 31st, 2007 were as follows: In addition to Sections 2.3 and 2.4, the following corporate Assurances) was merged with APRIL GROUP CORPORATE on Full consolidation of AMT and APRIL Distribution as of name changes were made in 2007: December 31st, 2007, effective retroactively to November 1st, January 1st, 2007, APRIL COURTAGE becomes APRIL GROUP PRÉVOYANCE 2007, finalizing the restructuring of this business division. Full consolidation of the APRIL Courtage and APRIL INDIVIDUELLE; Prestations economic interest groups and the company APRIL DEVELOPPEMENT becomes APRIL GROUP DOMMAGES SEPCOFI / EAC APRIL North America as of June 1st, 2007; PARTICULIERS; EAC was merged with SEPCOFI on March 31st, 2007, effective Full consolidation of ASSURDOM Gestion (and its subsidiary VILLETTE Assurances becomes APRIL GROUP VIE EPARGNE; retroactively to January 1st, 2007, making it possible to MUTASSUR), DAVE ROCHON and ESCAPADE as of July 1st, GIE AGIR becomes GIE MicroReso; consolidate the group insurance resources of these two 2007, COUCHON Assurances SA becomes Easyssur; brokerage firms operating on similar markets. Full consolidation of APRIL CEE Development as of October Febs becomes APRIL Financial Services AG; 1st, 2007, APRIL IARD becomes APRIL Premium; Europassur / SOGET SIEFFERT Full consolidation of Assinco and its subsidiaries (AGERIC, Resolution becomes APRIL Immobilier. All of the assets and liabilities of its subsidiary SOGET SIEFFERT Assinco Caraïbes, Assinco OI, Assinco Partenaire, CARISCO, were transferred to Europassur on June 15th, 2007. CEIDA, DELTHA ASSURANCES, ESPAS, EUROPA ASSURANCE, GIE ASPA, MANCINI ASSURANCE, M ASSURANCES, CIARE / AVS / DOUDET CHARLET SOCASSINCO, SOGAGIA, SOGAGIA CARAIBES, SPAC) as of With a view to the regional optimization and rationalization November 1st, 2007; of their property and casualty brokerage activities for Full consolidation of APRIL Mediterranean Ltd (and its businesses, CIARE, AVS and DOUDET CHARLET, all three subsidiary Axeria Re) and Axeria Courtage as of December based in Lyons, merged, effective retroactively to October 1st, 2007, 1st, 2007. The merging company, CIARE, has retained its Full consolidation of companies set up and without any corporate name. business at the end of 2007, namely APRIL Alpha, APRIL Omega, APRIL Delta, APRIL Gamma, APRIL Kappa, APRIL APRIL Assurances Entreprises Sigma as of December 2007. On October 31st, 2007, APRIL Assurances contributed its group activity branch to APRIL Assurances Entreprises In light of the abovementioned reorganization operations, (previously APRIL Réseau), effective retroactively to October EAC, SOGET SIEFFERT, AVS, DOUDET CHARLET, APRIL GROUP 1st, 2007. DOMMAGES ENTREPRISES were removed from the basis

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Identification of consolidated companies

IDENTIFICATION % CONTROL CONSOLID % CONTROL CONSOLID COMPANY REGISTERED OFFICE NUMBER 2007 METHOD 2007 2006 METHOD 2006 APRIL GROUP (holding) Lyons 377 994 553 Parent Parent Parent Parent AGERIC Saint Denis 351 747 704 80% FC N/A NC AHM New York 100% FC 100% FC ALLO ASSURANCES SARL Valence 439 610 395 100% FC 100% FC AMC Pointe-à-Pitre 438 072 746 59.4% FC 59.4% FC AMT Tours 397 855 867 75% FC N/A NC APRIL ALPHA Lyons 501 273 403 100% FC N/A NC APRIL Assurances Lyons 428 702 419 100% FC 100% FC APRIL Assurances Entreprises Lyons 493 481 816 100% FC 100% FC APRIL CEE Development Budapest 80% FC N/A NC APRIL Conseils Lyons 437 915 812 100% FC 100% FC APRIL Corporate Broking Lyons 493 113 716 95.01% FC 100% FC APRIL Courtage (GIE) Lyons 499 104 909 100% FC N/A NC APRIL Cover Lyons 493 473 979 70% FC 70% FC APRIL Delta Lyons 501 273 502 100% FC N/A NC APRIL Gamma Lyons 501 273 536 100% FC N/A NC APRIL GROUP CORPORATE Paris 343 817 219 100% FC 100% FC APRIL GROUP PRÉVOYANCE INDIVIDUELLE Lyons 428 979 629 100% FC 100% FC APRIL GROUP DOMMAGES PARTICULIERS Lyons 428 699 417 100% FC 100% FC APRIL GROUP VIE EPARGNE Lyons 490 175 205 100% FC 100% FC APRIL Germany Munich 100% FC 80% FC APRIL Iberia Madrid 70% FC 70% FC APRIL Immobilier Lyons 442 444 782 100% FC 100 % FC

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Identification of consolidated companies (continued)

IDENTIFICATION % CONTROL CONSOLID % CONTROL CONSOLID COMPANY REGISTERED OFFICE NUMBER 2007 METHOD 2007 2006 METHOD 2006 APRIL Italia Milan CF 1286540153 100% FC 100% FC APRIL Kappa Lyons 501 273 700 100% FC N/A NC APRIL Marketing Solutions Lyons 493 481 782 100% FC 100% FC APRIL Mediterranean Ltd Malte C 43042 100% FC N/A NC APRIL Mobilité Paris 309 707 727 100% FC 100% FC APRIL North America Montréal 69.9% FC N/A NC APRIL Omega Lyons 501 273 734 100% FC N/A NC APRIL Patrimoine Lyons 433 912 516 100% FC 100% FC APRIL Premium Lyons 424 006 195 100% FC 100% FC APRIL Réunion Lyons 493 481 857 91.25% FC N/A NC APRIL Santé Lyons 388 138 398 97.37% FC 100% FC APRIL Sigma Lyons 501 273 825 100% FC 100% FC APRIL Solutions Lyons 493 481 881 100% FC N/A NC APRIL Solutions Entreprises Lyons 493 113 708 100% FC 100% FC APRIL Technologies (GIE) Lyons 419 399 480 99.99% FC 99.99% FC APRIL Yacht Broker Di Assicurazioni San Remo 70% FC 70% FC ARIS Levallois Perret (92) 378 004 493 50% FC 50% FC AS Conseil et Audit Saint Etienne 483 528 691 49% FC 49% FC ASPA (GIE) Saint Denis (93) 351 484 118 80% FC N/A NC Assinco Saint Denis (93) 722 069 226 80% FC N/A NC ASSINCO CARAIBES Baie Mahault (Réunion) 337 603 286 79.91% FC N/A NC ASSINCO O.I. Saint Denis (Réunion) 452 500 978 80% FC N/A NC ASSINCO PARTENAIRE Strasbourg 648 501 864 78.33% FC N/A NC ASSURANCE FRANCE PLAISANCE La Roche Sur Yon 390 440 725 75% FC 75% FC

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Identification of consolidated companies (continued)

IDENTIFICATION % CONTROL CONSOLID % CONTROL CONSOLID COMPANY REGISTERED OFFICE NUMBER 2007 METHOD 2007 2006 METHOD 2006 ASSURDOM Le Port (Réunion) 384 944 740 38.21% FC N/A NC Assurtis Paris 483 108 775 55% PC 55% PC Axeria Iard Lyons 352 893 200 100% FC 100% FC Axeria Courtage Lyons 501 156 236 100% FC N/A NC Axeria Insurance Company Londres 100% FC 100% FC Axeria Prévoyance Lyons 350 261 129 100% FC 100% FC Axeria Re Malte C 43228 100% FC N/A NC Axeria Vie Lyons 487 739 963 100% FC 100% FC CARISCO Saint Denis (93) 382 994 572 80% FC N/A NC CEIDA Strasbourg 728 503 673 78.30% FC N/A NC CGCA Rochefort sur Mer 378 849 798 100% FC 100% FC CHATEAUDUN (GIE) Paris 479 390 841 100% FC 100% FC CIARE SA Lyons 950 398 131 100% FC 100% FC Cogealp Lyons 338 399 439 66% FC 66% FC CSF Aix en Provence 423 476 720 100% FC 100% FC DAVE ROCHON Montreal 100% FC N/A NC DELTHA ASSURANCE Saint Denis (Réunion) 400 685 798 80% FC N/A NC Dierrevi Milan 80% FC 80% FC Easyssur Valence 383 048 543 100% FC 100% FC ESCAPADE Sainte Croix (Canada) 60% FC N/A NC ESPAS Saint Denis (93) 353 663 545 N/A NC EUROPA ASSURANCE Saint Denis (Réunion) 419 592 290 80% FC N/A NC Europassur Levallois Perret (92) 333 800 811 100% FC 100% FC APRIL Financial Services AG Munich 84% FC 74% FC

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Identification of consolidated companies (continued)

IDENTIFICATION % CONTROL CONSOLID % CONTROL CONSOLID COMPANY REGISTERED OFFICE NUMBER 2007 METHOD 2007 2006 METHOD 2006 FGA Marseille 437 681 489 100% FC 100% FC FORUM FINANCES Lyons 423 412 808 100% FC 100% FC GI2A Fougères 349 844 746 100% FC 100% FC Habitance Lyons 484 777 131 50% FC 50% FC Haussmann Conseils Aix en Provence 383 416 872 80% FC 80% FC ISR COURTAGE Paris 492 823 851 100% FC 100% NC LE Italy Milan 100% FC 100% FC LE JERSEY Jersey 100% FC 100% FC LE SPAIN Madrid 100% FC 100% FC LE Title Insurance Services Londres 86% FC 100% FC LE Title Group Ltd Londres 100% FC 100% FC LETIP Paris 422 630 707 100% FC 100% FC M ASSURANCES Saint Denis (Réunion) 451 584 080 80% FC N/A NC MAISON COMMUNE (GIE) Lyons 484 630 579 100% FC 100% FC MANCINI ASSURANCES Saint Denis (Réunion) 310 863 501 80% FC N/A NC MicroReso (GIE) Rochefort sur Mer 403 656 846 100% FC 100% FC Moral Caraibes Pointe-à-Pitre 390 397 172 59.4% FC 59.4% FC MULTI SERVICES (GIE) Levallois Perret (92) 424 050 433 100% FC 100% FC Mutant Assurances (et ses filiales) Lyons 350 379 251 100% FC 100% FC MUTASSUR Saint Denis (Réunion) 492 760 574 38.21% FC N/A NC PRESTATIONS (GIE) Limonest 498 451 491 100% FC N/A NC SASCO Annecy 377 974 555 100% FC 100% FC SEPCOFI Lyons 329 845 325 100% FC 100% FC SCI ARPI Aix en Provence 438 807 679 100% FC 100% FC

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Identification of consolidated companies (continued)

IDENTIFICATION % CONTROL CONSOLID % CONTROL CONSOLID COMPANY REGISTERED OFFICE NUMBER 2007 METHOD 2007 2006 METHOD 2006 SFG Aix en Provence 391 952 264 100% FC 100% FC SOCASSINCO Fort de France 432 487 338 79.99% FC N/A NC SOGAGIA Saint Denis (93) 391 491 248 80% FC N/A NC SOGAGIA CARAIBES Baie Mahault (Réunion) 480 118 629 79.91% FC N/A NC Solidaris Lyons 492 823 919 80% FC 100% FC Solucia PJ Lyons 481 997 708 100% FC 100% FC SPAC Saint Denis (93) 414 424 333 80% FC N/A NC TMS CONTACT Paris 384 706 941 99.86% FC 99.86% FC Université APRIL Lyons Association 100% FC 100% FC

FC: Fully consolidated N/A: Not applicable PC: Proportionately consolidated NC: Not consolidated EC: Equity consolidated

All the companies included in the basis for consolidation at December 31st, 2007 drew up their accounts for the period from January 1st to December 31st, 2007 under IFRS.

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3.3. Non-consolidated subsidiaries Capital Gross value COMPANY (DATE OF FINANCIAL Revenues Shareholders’ Share of securities STATEMENTS) operating income In accordance with the accounting methods and principles equity in dividends net value REGISTERED OFFICE net income applied, the following equity interests have not been loans and advances of securities consolidated on account of their small size. Their EQUITY INTEREST (10% to 50%) (1) ‘000€ (1) consolidation would not have any impact on the consolidated AITIC (30/06/06) 38 20% 8 1,030 financial statements. 59 rue Baraban, 69003 LYON 686 8 340

The majority of Group company cash is invested in the APRIL 234 TRESORERIE mutual fund (ISIN: FR0010046789). Only APRIL PROVENCALE DE PATRIMOINE (2) 49 20% 10 129 GROUP companies hold units in APRIL TRESORERIE. Le Pujol III, 13390 AURIOL 4 0 -34 -45 This fund does not contain any debt and is invested SOGERIS (31/12/06) 38 19.52% 7 310 exclusively in non-dedicated UCITS, without ever holding a Route Nationale 8, 13420 GEMENOS 81 7 46 significant percentage or influencing their management. 124

As such, APRIL TRESORERIE is consolidated on a fair value OPTIMEX (31/12/06) 436 <1% 15 2,470 basis in the consolidated financial statements. 269 rue de Montepy, 701 15 -107 69210 FLEURIEUX / ARBRESLE -128 CLARIX (30/06/07 over 6 months) 100 95% 81 161 Laurenzenvorstadt 11, 140 81 13 5000 AARAU Suisse 11 ABAKSYS (28/02/07) 176 14.2% 25 49 7 rue Labourdonnais, 97400 ST DENIS 96 0 -83 -80 ASSURANCES INFORMATIQUES 10 70% 7 82 ET RÉSEAUX (31/12/07 forecast) 6 7 3 97 – LA REUNION 3 GROSS/NET TOTAL 153 / 118

(1) Thousand euros with the exception of CLARIX, which is in thousand CHF (2) Latest available data

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3.4. Impact of changes in scope on earnings

The income statement presented below has been drawn APRIL Iberia and APRIL Yacht Broker di Assicurazioni: The balance sheet and cash-flow statement factoring up in order to make it possible to compare the accounts companies consolidated over three months in 2006; in changes in scope as at December 31st, 2005 are not between December 31st, 2006 and Dec 31st 2007. It does APRIL Cover, APRIL Direct, APRIL Réseau, APRIL International, presented due to the absence of any significant impact not represent a pro forma income statement drawn up in APRIL Projet, APRIL Service, APRIL Partenariat, ISR Courtage: of new companies included in the Group’s scope on these order to comply with the disclosure thresholds as defined by consolidated over one month, but without any activity in statements. Article 221-1 of the AMF’s general regulations. 2006; Deconsolidation of AAC after this company was sold off The accounting principles and methods retained for (September 28th, 2006); drawing up the consolidated data herein are compliant with Integration of companies included in the basis for the principles and methods retained for drawing up the consolidation over 2007 and mentioned in Section 3.1. consolidated financial statements at December 31st, 2007. These data are based on the following historical accounts: The restated income statement factors in the acquisition of The Group’s consolidated financial statements at the following companies and their inclusion in the basis for December 31st, 2006 consolidation: The annual financial statements at December 31st, 2006 AVS, DOUDET-CHARLET, Moral Caraïbes, AMC, Dierrevi, MT: for the various subsidiaries newly incorporated into the companies consolidated over six months in 2006; basis for consolidation, drawn up under the responsibility of their managers prior to their acquisition.

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Income statement at December 31st, 2006 based on the scope for 2007

EARNINGS Dec 31st, 2006 Dec 31st, 2006 on 2007 scope Dec 31st, 2007 (in thousand euros) REVENUES 520,400 535,850 604,183 Other operating income 8,405 9,066 14,304 Financial income net of expenses and excluding cost of debt 14,668 14,877 19,395 TOTAL INCOME FROM ORDINARY ACTIVITIES 543,473 559,793 637,882 Underwriting expenses for insurance policies -145,838 -145,838 -159,016 Net income or expenses from reinsurance cessions -1,341 -1,341 -23,916 Other purchases and external expenses -168,427 -175,888 -194,682 Tax -13,004 -13,399 -15,069 Personnel costs -101,263 -106,001 -122,344 Depreciation charge -5,817 -6,479 -7,431 Provisions -7,246 -7,999 -7,278 Other current operating income and expenses -3,624 -3,699 -3,705 EBIT 96,913 99,152 104,441 Change in value of goodwill -52 -52 26 Other operating income and expenses -67 -52 178 OPERATING INCOME 96,794 99,048 104,645 Financial expenses -77 -130 -140 Share in affiliated companies 0 0 0 Corporate income tax -31,208 -32,103 -31,966 CONSOLIDATED NET INCOME 65,509 66,815 72,539 Minority interest 434 973 428 NET INCOME (GROUP SHARE) 65,075 65,842 72,111 EARNINGS PER SHARE 1.60 - 1.77 DILUTED EARNINGS PER SHARE 1.58 - 1.75

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Note 4. Sector information The primary sector is representative of the Group’s business, Each sector is consistent in terms of risk and profitability. which can be broken down into four activities: Sector information is drawn up in line with two different Health-personal protection The regional sectors correspond to France and Europe criteria: one primary criterion based on the Group’s various Property and casualty excluding France. They are characteristic of the Group’s activities and another secondary criterion based on their Savings geographical setup. regional location. Other

4.1. Income by sector and region

In thousand euros DEC 31st, 2007 Health & personal Inter-company Savings Property and casualty Other Total protection write-offs REVENUES 16,936 394,139 218,292 -25,184 604,183 Of which France 16,936 379,565 201,871 -25,184 573,188 Outside of France 14,574 16,421 30,995 Income from ordinary operations 20,322 414,757 227,521 7,462 -32,180 637,882 Operating income -565 92,984 19,621 -7,395 104,645 of which France -565 92,595 17,344 -7,334 102,040 Outside of France 389 2,277 -61 2,605 NET INCOME -978 56,194 14,886 2,009 72,111

In thousand euros DEC 31st, 2006 Health & personal Inter-company Savings Property and casualty Other Total protection write-offs REVENUES 10,105 349,268 178,154 -17,127 520,400 Of which France 10,105 342,967 163,464 -17,127 499,409 Outside of France 6,301 14,690 20,991 Income from ordinary operations 10,538 365,474 182,781 4,908 -20,228 543,473 Operating income 957 86,769 14,154 -5,088 2 96,794 of which France 957 87,836 10,047 -5,088 2 93,754 Outside of France -1,067 4,107 3,040 NET INCOME 636 54,574 10,846 -981 65,075

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In thousand euros DEC 31st, 2007 Health & personal Inter-company Savings Property and casualty Other Total protection write-offs Premiums acquired 5,054 138,341 95,437 -23,269 215,563 Commissions 11,882 250,440 102,672 -363 364,631 Services 5,358 20,183 -1,553 23,989 REVENUES 16,936 394,139 218,292 -25,184 604,183

In thousand euros DEC 31st, 2006 Health & personal Inter-company Savings Property and casualty Other Total protection write-offs Premiums acquired 113,382 99,130 -16,067 196,445 Commissions 10,105 233,455 59,244 -650 302,154 Services 2,431 19,780 -410 21,801 REVENUES 10,105 349,268 178,154 -17,127 520,400

Insurance premiums (Group contribution) are presented net of commissions paid by insurance companies to Group brokerage companies.

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4.2. Assets by sector

In thousand euros DEC 31st, 2007

Savings Health & personal protection Property and casualty Other Inter-company write-offs Total Goodwill 44,866 88,932 133,798 Tangible and intangible fixed assets 2,214 13,849 13,448 993 30,504 Investment properties 212 212 Insurance activity investments 24,052 203,761 82,384 310,197 Transferee share in underwriting provisions 48,444 31,686 80,130 Receivables 621 105,751 95,710 7,995 -24,298 185,779 Cash 6,226 67,468 84,205 19,819 177,718 SECTOR ASSETS 33,113 484,139 396,577 28,807 -24,298 918,338 Tax assets 9,398 Financial assets 5,411 TOTAL ASSETS 933,147

In thousand euros DEC 31st, 2006

Savings Health & personal protection Property and casualty Other Inter-company write-offs Total Goodwill 19,676 53,234 72,910 Tangible and intangible fixed assets 89 8,205 12,258 342 20,894 Insurance activity investments 181,848 85,167 267,015 Transferee share in underwriting provisions 49,343 31,167 80,510 Receivables 270 56,069 51,611 5,991 -13,133 100,808 Cash 25,526 51,756 65,292 25,236 167,810 SECTOR ASSETS 25,885 366,897 298,729 31,569 -13,133 709,947 Tax assets 4,819 Financial assets 2,654 TOTAL ASSETS 717,732

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4.3. Liabilities by sector

In thousand euros DEC 31st, 2007

Savings Health & personal protection Property and casualty Other Inter-company write-offs Total Underwriting provisions 41 167,507 86,741 254,289 Technical liabilities on investment policies 8,322 8,322 Provisions for contingencies and losses 334 4,715 6,466 2,761 14,276 Financial liabilities 32,000 16,808 22,200 31,179 -61,556 40,631 Operating liabilities 2,128 113,266 79,776 1,516 -1,774 194,912 Other sector liabilities 145 27,168 22,021 -4,966 44,368 SECTOR LIABILITIES 42,970 329,464 217,204 35,456 -68,296 556,798 Other liabilities 77,851 Tax liabilities 4,684 Shareholder's equity 293,814 TOTAL LIABILITIES 933,147

In thousand euros DEC 31st, 2006

Savings Health & personal protection Property and casualty Other Inter-company write-offs Total Underwriting provisions 133,533 80,731 214,264 Provisions for contingencies and losses 235 8,435 4,921 1,856 15,447 Financial liabilities 2 2,083 12,514 9 -1 14,607 Operating liabilities 3,414 72,356 54,877 1,170 -542 131,275 Other sector liabilities 27,877 11,556 -4,490 34,943 SECTOR LIABILITIES 3,651 244,284 164,599 3,035 -5,033 410,536 Other liabilities 54,555 Tax liabilities 9,220 Shareholder’s equity 243,421 TOTAL LIABILITIES 717,732

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st Financial liabilities at December 31 , 2007 factor in Health and Property and In thousand euros Total commitments to buy out minority interests, i.e. 8,732 personal protection casualty thousand euros for Property and Casualty activity and 6,386 Income from consolidated companies (1) 30,985 7,557 23,428 thousand euros for Health and personal protection activity. Earnings from consolidated companies (1) 952 273 679

4.4. Sector information on acquisitions over the period Tangible and intangible fixed assets 4,935 906 4,029 Property investments 215 215 Insurance activity investments Transferee share in underwriting provision Receivables 30,144 10,737 19,407 SECTOR ASSETS 35,294 11,643 23,651 Tax assets 2,789 Financial assets 182 Cash 24,970 ASSETS CONTRIBUTED ON ACQUISITION DATES 63,235

SHAREHOLDERS’ EQUITY -9,372 Underwriting provisions Provisions for contingencies and losses 1,027 326 701 Financial liabilities 24,193 14,182 10,011 Operating liabilities 31,883 10,447 21,435 Other sector liabilities SECTOR LIABILITIES 57,102 24,955 32,147 Other liabilities 15,193 Tax liabilities 312 LIABILITIES CONTRIBUTED ON ACQUISITION DATES 63,235

Amount of earnings for businesses acquired 331 -81 412 included in earnings for the period

(1) Income and earnings are estimated over 12 months, as if the acquisition date had been at the start of the period GOODWILL RECORDED OVER THE YEAR 53,011 19,259 33,752

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4.5. Assets by region

In thousand euros DEC 31st, 2007 In thousand euros DEC 31st, 2006 Inter-company Inter-company France Europe Total France Europe Total write-offs write-offs Goodwill 119,427 14,371 133,798 Goodwill 67,250 5,660 72,910 Tangible and intangible fixed Tangible and intangible 28,378 2,125 30,504 20,087 807 20,894 assets fixed assets Property investments 213 213 Insurance activity investments 261,909 5,106 267,015 Transferee share in Insurance activity investments 287,796 22,401 310,197 80,510 80,510 underwriting provisions Transferee share 80,029 101 80,130 in underwriting provisions Receivables 95,147 7,582 -1,921 100,808 Receivables 177,481 10,343 -2,045 185,779 Cash 150,495 17,315 167,810 Cash 151,178 26,540 177,718 SECTOR ASSETS 675,398 36,470 -1,921 709,947 SECTOR ASSETS 844,502 75,881 -2,045 918,338 Tax assets 4,819 Tax assets 9,399 Financial assets 2,654 Financial assets 5,410 TOTAL ASSETS 717,732 TOTAL ASSETS 933,147

Note 5. Notes to the income statement 5.2. Financial income

5.1. Other operating income 5.2.1. Income from financial assets net of expenses and excluding cost of debt

OTHER OPERATING INCOME FINANCIAL INCOME NET OF EXPENSES DEC 31st, 2007 DEC 31st, 2006 (In thousand euros) AND EXCLUDING COST OF DEBT DEC 31st, 2007 DEC 31st, 2006 (In thousand euros) Capitalized production 2,844 2,808 From Group insurance companies 12,576 65% 10,113 69% Operating subsidies 68 27 From Group other companies 6,819 35% 4,555 31% Provision write-backs on assets 2,046 1,905 TOTAL 19,395 100% 14,668 100% Provision write-backs for contingencies and losses 6,018 1,142 Other operating income 3,328 2,523 Financial income for companies resulting from other activities corresponds to income TOTAL 14,304 8,405 generated by investments of cash and cash equivalents for brokerage companies.

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5.2.2. Income from insurance companies investments

Change in fair Change value of financial Income from Capital gains of in provisions Income/loss from instruments recorded investment losses on disposals on financial investments INCOME FROM INSURANCE COMPANIES INVESTMENTS on a fair value basis instruments (2) (in thousand euros) for earnings

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006

Investment properties recorded at their amortized cost Investment properties recorded on a fair value basis for earnings INVESTMENT PROPERTIES Bonds held through to maturity Bonds available for sale (1) 7,495 5,943 -523 -748 6,972 5,195 Bonds recorded on a fair value basis for earnings (2) -2,387 -2,387 Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 7,495 5,943 -523 -748 -2,387 4,585 5,195 Bond UCITS held through to maturity Bond UCITS available for sale (1) 412 1,072 412 1,072 Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted bond UCITS (amortized cost) BOND UCITS 412 1,072 412 1,072 Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 21 20 5,306 2,653 7 5,327 2,679 Equity UCITS recorded on a fair value basis for earnings (2) Equity UCITS held for transaction purposes EQUITY UCITS 21 20 5,306 2,653 7 5,327 2,679

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Change in fair Change value of financial Income from Capital gains of in provisions Income/loss from instruments recorded INCOME FROM INSURANCE COMPANIES INVESTMENTS investment losses on disposals on financial Investments on a fair value basis (in thousand euros) instruments (2) for earnings 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 Other UCITS available for sale (1) 486 19 504 Other UCITS recorded on a fair value basis for earnings (2) Other UCITS held for transaction purposes 1,431 1,014 658 -29 2,089 985 OTHER UCITS (3) 486 1,449 1,014 658 -29 2,593 985 FINANCIAL INVESTMENTS 8,001 5,962 6,646 3,990 658 -22 -2,387 12,917 9,930 Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivative assets DERIVATIVE ASSETS Investment management costs -218 -144 -218 -144 Other (4) -122 327 -122 327 INCOME FROM FINANCIAL ASSETS NET OF EXPENSES 7,660 6,145 6,646 3,990 658 -22 -2,387 12,576 10,113

(1) Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen just below (2) Excluding securities held for transaction purposes that are recorded just below (3) Including cash-based UCITS (4) Notably includes loans insured, finance-lease payables and other loans

5.3. Underwriting expenses for insurance policies 5.4. Charges ou produits nets de cessions de réassurance

INSURANCE EXPENSES NET INCOME OR EXPENSES FROM REINSURANCE DEC 31st, 2007 DEC 31st, 2006 DEC 31st, 2007 DEC 31st, 2006 (in thousand euros) CESSIONS (in thousand euros) Related expenses 3,932 5,357 Premiums ceded 91,509 95,085 Change in underwriting provisions gross of reinsurance 33,403 43,142 Change in provisions for reinsured claims to be paid out 325 -30,995 Commissions paid by companies 15,473 8,311 Ceded reinsurance commissions and related expenses -25,236 -27,093 Claims paid out 106,208 89,028 Claims ceded -42,682 -35,656 TOTAL 159,016 145,838 TOTAL 23,916 1,341

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Changes in premiums ceded, based on gross insurance company premiums before deducting commissions paid by insurance 5.7. Change in value of goodwill companies to the Group’s brokerage companies, can be broken down as follows: CHANGE IN VALUE DEC 31st, DEC 31st, st st OF GOODWILL NET PREMIUMS (in thousand euros) DEC 31 , 2007 DEC 31 , 2006 2007 2006 (in thousand euros) Gross premiums acquired before deducting commissions paid back to the 329,565 295,259 Group’s brokerage companies CUMULATIVE IMPAIRMENT 10,573 10,560 VALUE AT YEAR START Premiums cede 91,509 95,084 Increase in impairment 52 TOTAL 238,056 200,175 Impairment in value recorded on acquisitions -26 5.5. Other purchases and external expenses over the period Write-back on impairment in value for disposals OTHER PURCHASES AND EXTERNAL EXPENSES (in thousand euros) DEC 31st, 2007 DEC 31st, 2006 over the period Brokerage commissions paid to intermediaries 111,025 100,959 Change in foreign 2 Postage and telephone 10,741 10,103 currencies on impairment Rent 12,553 9,316 Other changes -39 Advertising 8,946 7,479 TOTAL IMPAIRMENT External staff 5,911 5,423 10,549 10,573 AT YEAR-END General outsourcing and IT 4,606 3,313 External services and other 40,900 31,834 TOTAL 194,682 168,427

5.6. Personnel 5.8. Other operating income and expenses

st st PERSONNEL COSTS (in thousand euros) DEC 31 , 2007 DEC 31 , 2006 OTHER OPERATING DEC 31st, DEC 31st, Salaries and wages 78,076 64,123 INCOME AND EXPENSES 2007 2006 (in thousand euros) Payroll taxes 35,481 29,374 Profit-sharing 8,258 7,612 Capital gains and losses on disposal of non-current 366 -175 Share-based compensation 529 154 tangible or intangible assets TOTAL 122,344 101,263 Other -188 108

TOTAL 178 -67 The Group headcount at December 31st came to 2,446 in 2007, compared with 1,959 in 2006.

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5.9. Tax 5.9.1. Explanation on consolidated tax expense

The current tax expense is equal to the amount of corporate TAX EXPENSE ON CONSOLIDATED COMPANY EARNINGS DEC 31st, 2007 DEC 31st, 2006 income tax due to the tax authorities for the year in question, (in thousand euros) in line with the tax rules and rates in force in the various Current tax (tax on profits) 31,685 32,172 countries. On January 1st, 2005, APRIL GROUP renewed its Deferred tax for the period 281 -964 option for the common law tax consolidation system provided TOTAL 31,966 31,208 for under Article 223 A of the General French Tax Code both for itself and for French subsidiaries controlled at 95%. The deferred tax expense is determined based on the The application of the tax consolidation system has had the following impacts: accounting method indicated in Note 1.29. The basic tax rate for businesses in France is 33.33%. In thousand euros DEC 31st, 2007 DEC 31st, 2006

th The social security financing law 99-1140 December 29 , Tax consolidation premium 8,926 3,391 1999 introduced a further tax charge equal to 3.3% of the basic tax due. In this way, the legal tax rate in force for French companies was increased by 1.1%. 5.9.2. Analysis of tax rate differentials applicable

th Under the amended finance bill 2004-1485 of June 30 , RECONCILIATION BETWEEN THE LEGAL RATE IN FRANCE AND THE EFFECTIVE TAX RATE DEC 31st, 2007 2004, tax on net long-term capital gains generated on the ON THE CONSOLIDATED INCOME STATEMENT sale of equity securities was reduced to 8% in 2006 (15% in Legal tax rate in France for the year 33.33% 2005) and does no longer apply as of 2007. Additional contribution 0.88% Share in dividends excluding tax consolidation 0.1% Tax losses carried forward used, not previously activated -3.78% Other 0.05% EFFECTIVE TAX RATE 30.58%

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Note 6. Notes to the balance sheet

6.1. Goodwill

In thousand euros Health and personal Property and casualty Savings Other Total 6.4. Financial investments Gross value at DEC 31st, 2006 19,829 63,655 83,484 Financial investments are valued and recorded in accordance Acquisitions/price supplements 25,603 35,260 60,863 with the rules presented in Note 1.17. GROSS VALUE AT DEC 31st, 2007 45,432 98,915 144,347 Existing depreciation at Dec 31st, 2006 152 10,421 10,573 6.4.1. Breakdown of financial investments Depreciation for the year 414 -438 -24 st DEPRECIATION DEC 31 , 2007 566 9,983 10,549 Bonds with a significant credit risk were subject to a 2,387 st NET VALUE AT DEC 31 , 2006 19,677 53,234 72,910 thousand euro provision for depreciation over 2007. NET VALUE AR DEC 31st, 2007 44,866 88,932 133,798

The goodwill resulting from commitments to buy out minority interests represented 12,154 thousand euros at 6.3. Tangible fixed assets December 31st, 2007. Buildings Other Advances 6.2. Other intangible fixed assets TANGIBLE FIXED ASSETS and technical tangible fixed Work-in-progress and TOTAL facilities assets deposits Other intangible fixed assets primarily comprise software GROSS VALUE AT DEC 31st, 2006 7,208 24,934 195 15 32,351 products. Investments 466 8,867 642 57 10,032 OTHER INTANGIBLE FIXED ASSETS TOTAL Changes in scope 1,414 3,368 4,782 Gross value at Dec 31st, 2006 25,077 Translation gains/losses -19 -19 Investments 8,431 Reclassification 246 -246 Changes in scope 13,524 Divestments -5,654 -8,395 -4 -14,053 Divestments -2,842 GROSS VALUE AT DEC 31st, 2007 3,433 29,020 572 68 33,093 GROSS VALUE AT DEC 31st, 2007 44,190 AMORTIZATION AT DEC 31st, 2006 1,778 16,952 18,729 Amortization at Dec 31st, 2006 17,805 Increases 229 3,721 3,950 Increases 3,652 Changes in scope 281 2,660 2,941 Divestments 11,006 Translation gains/losses -27 -27 Write-backs linked to disposals -2,611 Write-backs -1,125 -7,542 -8,667 AMORTIZATION AT DEC 31st, 2007 29,852 AMORTIZATION AT DEC 31st, 2007 1,163 15,764 16,927 NET VALUE AT DEC 31st, 2006 7,272 NET VALUE AT DEC 31st, 2006 5,430 7,982 195 15 13,622 NET VALUE AT DEC 31st, 2007 14,338 NET VALUE AT DEC 31st, 2007 2,270 13,256 572 68 16,166

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6.4.1. Breakdown of financial investments (continued)

BREAKDOWN OF FINANCIAL INVESTMENTS DEC 31st, 2007 DEC 31st, 2006 (in thousand euros) Fair value Historical cost % fair value Fair value Historical cost % fair value Investment properties recorded at their amortizes cost 400 400 0% 172 108 0% Investment properties recorded on a fair value basis for earnings INVESTMENT PROPERTIES 400 400 0% 172 108 0% Bonds held through to maturity Bonds available for sale (1) 177,058 181,851 57% 159,654 160,563 60% Bonds recorded on a fair value basis for earnings (2) 1,308 1,308 0% Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 178,366 183,158 58% 159,654 160,563 60% Bond UCITS held through to maturity Bond UCITS available for sale (1) 14,085 12,384 5% Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted bond UCITS (amortized cost) BOND UCITS 14,085 12,384 5% Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 51,500 41,654 17% 45,957 33,883 17% Equity UCITS recorded on a fair value basis for earnings (2) Equity UCITS held for transaction purposes EQUITY UCITS 51,500 41,654 17% 45,957 33,883 17% Other UCITS available for sale (1) 25,760 24,729 8% 14,130 13,839 5% Other UCITS recorded on a fair value basis for earnings (2) Other UCITS held for transaction purposes 54,171 53,683 17% 33,081 32,751 12% OTHER UCITS (3) 79,931 78,412 26% 47,211 46,590 18% FINANCIAL INSTRUMENTS ASSETS 309,797 303,224 100% 266,907 253,419 100% Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivatives DERIVATIVE ASSETS TOTAL FINANCIAL INVESTMENTS 310,197 303,624 100% 267,078 253,527 100%

(1)  Not including assets available for sale for which the impairment in value has been booked against earnings, which can be (2) Excluding securities held for transaction purposes, which are presented on the following line in the table seen on the following line in the table (3) Including cash-based UCITS 128 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 2.0 Notes to the consolidated financial statements at December 31st 2007

6.4.2. Unrealized capital gains or losses on financial investments

DEC 31st, 2007 DEC 31st, 2006 BREAKDOWN OF FINANCIAL INVESTMENTS Historical Unrealized Unrealized Historical Unrealized Unrealized (in thousand euros) Fair value Fair value cost capital gains capital losses cost capital gains capital losses Investment properties recorded at their amortized cost 400 400 172 108 64 Investment properties recorded on a fair value basis for earnings INVESTMENT PROPERTIES 400 400 172 108 64 Investment properties recorded on a fair value basis for earnings Bonds available for sale (1) 177,058 181,851 639 -5,432 159,654 160,563 305 -1,214 Bonds recorded on a fair value basis for earnings (2) 1,308 1,308 Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS 178,366 183,158 639 -5,432 159,654 160,563 305 -1,214 Bond UCITS held through to maturity Bond UCITS available for sale (1) 14,085 12,384 1,702 Bond UCITS recorded on a fair value basis for earnings (2) Bond UCITS held for transaction purposes Unlisted bond UCITS (amortized cost) BOND UCITS 14,085 12,384 1,702 Shares available for sale (1) Shares recorded on a fair value basis for earnings (2) Shares held for transaction purposes Equity securities available for sale (1) SHARES Equity UCITS available for sale (1) 51,500 41,654 10,510 -663 45,957 33,883 12,085 -11 Equity UCITS recorded on a fair value basis for earnings (2) Equity UCITS held for transaction purposes EQUITY UCITS 51,500 41,654 10,510 -663 45,957 33,883 12,085 -11 Other UCITS available for sale (1) 25,760 24,729 1,253 -222 14,130 13,839 290 Other UCITS recorded on a fair value basis for earnings (2) Other UCITS held for transaction purposes 54,171 53,683 489 0 33,081 32,751 331 0 OTHER UCITS (3) 79,931 78,412 1,741 -222 47,211 46,590 621 0 FINANCIAL INSTRUMENTS ASSETS 309,797 303,224 12,891 -6,317 266,907 253,419 14,713 -1,225 Derivative assets subject to hedge accounting Derivative assets in a natural hedging relation Other derivatives DERIVATIVE ASSETS TOTAL FINANCIAL INVESTMENTS 310,197 303,624 12,891 -6,317 267,078 253,527 14,776 -1,225 Of which, financial instrument assets available for sale 255,626 249,541 12,402 -6,317 233,826 220,669 14,382 -1,225 Of which, financial instrument assets held for transaction purposes 54,171 53,683 489 0 33,081 32,751 331 0

(1) Not including assets available for sale for which the impairment in value has been booked against earnings, which can be (2) Excluding securities held for transaction purposes, which are presented on the following line in the table seen on the following line in the table (3) Including cash-based UCITS 129 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 2.0 Notes to the consolidated financial statements at December 31st 2007

6.4.3. Financial investments recorded at fair value

Fair value measured Fair value measured based Total BREAKDOWN OF FINANCIAL INVESTMENTS based on market data on valuation techniques (in thousand euros) Dec 31st, 2007 Dec 31st, 2006 Dec 31st, 2007 Dec 31st, 2006 Dec 31st, 2007 Dec 31st, 2006 Bonds 176,310 157,626 2,056 2,028 178,366 159,654 Bond UCITS 14,085 14,085 Shares Equity UCITS 51,500 45,957 51,500 45,957 Other UCITS (1) 25,760 14,130 25,760 14,130 Loans FINANCIAL ASSETS AVAILABLE FOR SALE (2) 253,571 231,797 2,056 2,028 255,626 233,826 Investment properties Bonds Bond UCITS Equity UCITS Shares Other UCITS FINANCIAL ASSETS RECORDED ON A FAIR VALUE BASIS FOR EARNINGS (3) Bonds Bond UCITS Shares Equity UCITS Other UCITS (1) 54,171 33,081 54,171 33,081 FINANCIAL ASSETS HELD FOR TRANSACTION PURPOSES 54,171 33,081 54,171 33,081 TTOTAL FINANCIAL INVESTMENTS 307,741 264,879 2,056 2,028 309,797 266,907 Subordinated debt Debt represented by securities Current accounts payable Operating liabilities Other liabilities FINANCIAL INSTRUMENT LIABILITIES RECORDED ON A FAIR VALUE FOR EARNINGS Financial instrument liabilities subject to hedge accounting Derivatives incorporated on insurance policies and investments Other derivative liabilities DERIVATIVE LIABILITIES RECORDED ON A FAIR VALUE BASIS TOTAL FINANCIAL LIABILITIES

(1) Including cash-based UCITS (3) Excluding securities held for trading (2) Not including assets held for sale on which impairment has been recognized under earnings 130 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce 2.0 Notes to the consolidated financial statements at December 31st 2007

6.5. Change in deferred taxes on the balance sheet

6.5.1. Analysis of change in net deferred taxes by type 6.5.2. Breakdown of deferred tax by due date

CHANGE IN DEFERRED TAX DEFERRED TAX BY DUE DATE DEC 31st, Shareholders’ Changes DEC 31st, Under Over ON THE BALANCE SHEET Earnings AT DEC 31st, 2007 2006 equity in scope 2007 1 year 1 year (in thousand euros) (in thousand euros) Change in fair value of securities classified Change in fair value of securities -3,286 1,906 -1,380 -1,380 as assets available for sale recorded as assets available for sale Pension commitments 803 263 257 1,323 Pension commitments 1,323 Profit-sharing 1,144 80 1,224 Profit-sharing 1,224 Tax losses carried forward 265 260 1,094 1,619 Tax losses carried forward 1,619 Other temporary differences 1,213 -884 444 773 Other temporary differences 773 NET DEFERRED TAXES 139 -281 1,906 1,233 3,559 NET DEFERRED TAXES 2,843 716

6.6. Other assets

6.6.1. Breakdown of receivables 6.6.2. Breakdown of receivables by due date

DEC 31st, 2007 DEC 31st, 2006 DEC 31st, 2007 In thousand euros Fair value Cost Fair value Cost In thousand euros Under Over Over Receivables from insurance operations 1 year 1 year 5 years 21,630 21,630 3,351 3,351 or reinsurance accepted Receivables from Receivables from reinsurance cession 22,159 22,159 7,962 7,962 insurance operations 21,630 operations or reinsurance accepted Trade receivables 104,436 104,436 61,258 61,258 Receivables from Tax receivables due 3,084 3,084 312 312 reinsurance cession 22,159 Other receivables 37,554 37,554 28,237 28,237 operations TOTAL RECEIVABLES 188,863 188,863 101,120 101,120 Trade receivables 104,360 76 Tax receivables due 3,059 25 The fair value is not significantly different from their historical cost on account of the short maturities concerned and the Other receivables 32,151 5,403 nature of these assets. TOTAL RECEIVABLES 183,359 5,504

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6.6.3. Breakdown of other assets with Article L 225-209 of the French Commercial Code, with DEC 31st, 2007 DEC 31st, 2006 a view to: OTHER RECEIVABLES (In thousand euros) Balance Balance % % sheet value sheet value Coordinating the market through an investment service Accounts receivables 418 1% 50 0% provider under a liquidity agreement, Other receivables 20,286 54% 18,023 64% Granting stock options to employees and/or corporate Prov. for accounts receivable and other receivables -1,097 -3% -321 0% officers of the company and/or its Group, Pre-booked expenses 17,947 48% 10,485 36% Contributing securities in payment or exchange in TOTAL 37 554 100% 28,237 100% connection with external growth operations, Cancelling any shares acquired under the authorization DEC 31st, 2007 DEC 31st, 2006 granted by the general shareholders’ meeting. OTHER RECEIVABLES (In thousand euros) Balance Balance % % sheet value sheet value The quantitative and qualitative information making it Loans and deposits 4,844 90% 2,401 90% possible to understand capital management under the Interest and other long-term investments 239 4% 143 5% present policy, as authorized by the General Meeting, and Other 328 6% 110 5% measure their translation into the accounts and the return TOTAL 5,411 100% 2,654 100% on capital, is presented in Notes 6.8, 10 and 13.

DEC 31st, 2007 DEC 31st, 2006 CASH Balance Balance 6.8. Treasury stock % % sheet value sheet value Marketable securities 96,568 54% 98,881 59% Over the year 2007, 132,708 shares were purchased Provision on marketable securities - 0% -31 0% and 149,216 sold off. These operations resulted in a gain Cash and cash equivalents 81,150 46% 68,959 41% of 314,000 euros, booked directly against changes in TOTAL 177,718 100 % 167,809 100% consolidated shareholders’ equity.

6.7. Capital management Any changes to the capital and the rights associated with the At December 31st, 2007, APRIL GROUP held 155,067 securities comprising it are subject to the legal provisions in shares as treasury stock, acquired at an average price of At December 31st, 2007, the elements relating to the mana- force, with no specific measures applicable under the bylaws. 42.30 euros, and booked against shareholders’ equity for a gement of the company’s capital are exclusively those presented The general shareholders’ meeting has authorized the total of 6,559 thousand euros. in the table outlining changes in shareholders’ equity. company to trade in its own shares over the year, in accordance

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6.9. Underwriting provisions for insurance policies

Health and personal Savings Property and casualty Total insurance In thousand euros protection 2007 2006 2007 2006 2007 2006 2007 2006 Mathematical provisions 43,277 38,597 411 408 43,688 39,005 Provisions for premiums not acquired 3,378 11,764 8,520 15,142 8 ,520 Provisions for claims (1) 42 119,949 94,897 73,833 70,736 193,823 165,633 Provisions resulting from recoverability tests Provisions for profit-sharing Provisions for current contingencies 733 1,067 733 1,067 Others provisions 903 40 903 40 GROSS UNDERWRITING PROVISIONS - INSURANCE POLICIES 42 167,507 133,533 86,741 80,731 254,289 214,264 Mathematical provisions ceded 5,251 4,166 5,251 4,166 Provisions for premiums not acquired ceded 238 166 238 166 Provisions for claims ceded 43,193 45,177 31,448 31,001 74,641 76,178 Provisions resulting from recoverability tests ceded Provisions for profit-sharing Provisions for current contingencies Other provisions ceded TRANSFEREE AND RETROCESSION SHARE IN UNDERWRITING PROVISIONS 48,444 49,343 31,686 31,168 80,130 80,510 (GROSS) - INSURANCE POLICIES NET UNDERWRITING PROVISIONS 42 119,062 84,190 55,055 49,563 174,159 133,754 (1) Of which, IBNR = 15,705 12,030 16,724 11,924 32,011 23,888 Of which, provisions for management costs 2,869 2,198 3,669 4,796 6,278 4,992 (2) Of which, IBNR = 3,788 3,927 3,930 2,079 7,718 6,006 Of which, provisions for management costs 691 717 691 717

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Change in provisions for claims

Change in gross values

Health and personal Savings Property and casualty Total insurance In thousand euros protection 2007 2006 2007 2006 2007 2006 2007 2006 GROSS PROVISIONS FOR CLAIMS TO BE SETTLED AT JAN 1st (1) 133,493 110,255 71,144 50,287 204,637 160,541 Total cost of claims (2) 42 96,202 86,637 49,349 58,301 145,592 144,938 Total payments (2) (3) -66,469 -63,399 -43,652 -37,443 -110,121 -100,842 Change in basis for consolidation and changes in accounting method -2,597 -2,597 Change in exchange rate GROSS PROVISIONS FOR CLAIMS TO BE SETTLED AT DEC 31st 42 163,226 133,493 74,244 71,144 237,511 204,637

(1) Including mathematical provisions (2) Over year and prior (3) To be deducted since included in total cost of claims

Change in reinsurer share

Health and personal Savings Property and casualty Total insurance In thousand euros protection 2007 2006 2007 2006 2007 2006 2007 2006 REINSURER SHARE IN PROVISIONS FOR CLAIMS 49,343 36,011 31,001 13,338 80,344 49,349 TO BE SETTLED AT JAN 1st (1) Total cost of claims (2) 27,424 40,507 16,834 29,840 44,258 70,348 Total payments (2) (3) -28,323 -27,175 -16,388 -12,177 -44,710 -39,352 Change in basis for consolidation and changes in accounting method Change in exchange rate REINSURER SHARE IN PROVISIONS FOR CLAIMS 48,444 49,343 31,448 31,001 79,892 80,344 TO BE SETTLED AT DEC 31st (1)

(1) Including mathematical provisions (2) Over year and prior (3) To be deducted since included in total cost of claims

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6.10. Technical liabilities for investment policies 6.12. Financial liabilities

In light of the development of business on the life insurance 6.12.1. Breakdown of financial liabilities savings market, technical liabilities were recorded for the DEC 31st, 2007 DEC 31st, 2006 first time in 2007 linked to investment policies without any BREAKDOWN OF FINANCIAL LIABILITIES Balance Balance (in thousand euros) % % discretionary profit-sharing for a total of 8,322 thousand sheet value sheet value euros. Subordinated debt 1,524 5% 1,524 19% Debt represented by securities 6.11. Provisions for contingencies and losses Borrowings from credit institutions 10,703 35% 1,021 13% Other financial debt 18,078 60% 5,478 68% The main actuarial assumptions retained as Group standards BORROWINGS AND FINANCIAL DEBT RECORDED 30,305 100% 8,023 100% for determining provisions for retirement benefits are as ON AN AMORTIZED BASIS follows: Subordinated debt Discount rate: 4% Debt represented by securities Rate of increase in salaries: 2% Borrowings from credit institutions Rate of inflation: 2% Other financial debt BORROWINGS AND DEBT RECORDED Other provisions for contingencies and losses primarily ON A FAIR VALUE BASIS FOR EARNINGS concern commitments made in connection with the relocation Derivatives incorporated for insurance policies process undertaken by several Group companies. Derivative liabilities subject to hedge accounting Provisions for disputes primarily correspond to disputes linked Other derivative liabilities to the operational activities of APRIL GROUP companies, none DERIVATIVE LIABILITIES of which represent a significant amount on their own. TOTAL FINANCIAL LIABILITIES 30,305 100% 8,023 100% which, financial instrument liabilities held for transaction

purposes

Financial liabilities resulting from commitments to buy out BREAKDOWN OF PROVISIONS DEC 31st, Changes DEC 31st, Increase Decrease (in thousand euros) 2006 in scope 2007 minority interests are recorded under other financial debt and totaled 15,118 thousand euros at December 31st, 2007. Provisions for disputes 3,021 -5 696 -621 3,091 Provisions for pensions 3,996 1,138 518 -125 5,527 Other provisions for contingencies and 8,430 255 2,252 -5,278 5,659 losses TOTAL PROVISIONS FOR CONTINGENCIES 15,447 1,388 3,466 -6,024 14,277 AND LOSSES

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6.12.2. Breakdown of financial liabilities by due date 6.13.3. Breakdown of other liabilities

Under Over Under In thousand euros DEC 31st, 2007 DEC 31st, 2006 In thousand euros 1 year 1 year 5 years CURRENT BANK BORROWINGS 10,326 6,584 Subordinated debt 1,524 Borrowings from credit institutions 1,951 6,006 2,746 DEC 31st, 2007 DEC 31st, 2006 Other financial liabilities 2,316 15,762 OTHER LIABILITIES Balance Balance TOTAL FINANCIAL LIABILITIES 4,267 21,768 4,270 % % sheet value sheet value Personnel liabilities 31,905 41% 24,796 45% Tax liabilities (excluding corporate 6.13. Other liabilities 7,352 9% 5,980 11% income tax) 6.13.1. Breakdown of other liabilities Current accounts payable 2,219 3% 650 1% Other liabilities 10,087 13% 11,819 22% DEC 31st, 2007 DEC 31st, 2006 Pre-booked income 26,288 34% 11,310 21% BREAKDOWN OF OTHER LIABILITIES Balance Balance Investment subsidies (In thousand euros) % % sheet value sheet value TOTAL OTHER LIABILITIES 77,851 100% 54,555 100% Liabilities from insurance operations 6,919 2% 5,191 2% or reinsurance accepted DEC 31st, 2007 DEC 31st, 2006 Liabilities from reinsurance operations 37,449 12% 29,752 13% ceded OPERATING LIABILITIES Balance Balance Operating liabilities 194,912 61% 131,275 58% sheet % sheet % value value Tax liabilities due 1,929 1% 4,540 2% Trade payables 147,212 76% 102,395 78% Other liabilities 77,851 24% 54,555 24% Advances and deposits received 46,868 24% 28,668 22% TOTAL OTHER LIABILITIES 319,060 100% 225,313 100% Fixed asset-related payables 832 212 TOTAL OPERATING LIABILITIES 194,912 100% 131,275 100% 6.13.2. Breakdown of other liabilities by due date

Under Over Under 6.14. Financial futures In thousand euros 1 year 1 year 5 years Liabilities from insurance operations or reinsurance 6,919 st accepted At December 31 , 2007, APRIL GROUP did not own any financial futures. Liabilities from reinsurance operations ceded 37,449 Operating liabilities 193,071 1,841 Tax liabilities due 1,929 Other liabilities 66,381 11,470 TOTAL OTHER LIABILITIES 305,749 13,311

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Note 7. Notes to the cash-flow statement 7.4. Cash position

Year-end cash position Year-end cash position 7.1. Net expenses without any impact on cash-flow In thousand euros Change Balance sheet Dec 31st, 2006 Balance sheet Dec 31st, 2007 Bank balances 68,959 12,191 81,150 st In thousand euros Dec 31 , 2007 Placements court terme 98,850 -2,282 96,568 Short-term financial debt -6,584 -3,742 -10,326 Net depreciation and provisions 7,486 TOTAL 161,225 6,167 (1) 167,392 Change in provisions for claims 33,728 hange in value of goodwill -26 (1) Cf. Cash-flow statement Income and expenses calculated linked 528 Note 8. Transactions with related parties to stock options and related Diferred taxes 282 In 2007, the company or one of its subsidiaries carried out the following transactions with affiliates (amounts presented > 50 NET EXPENSES WITHOUT ANY IMPACT 41,998 ON CASH-FLOW thousand euros):

Expense/Income Amount for 2007 Nature of ties Nature of service for the Group In thousand euros 7.2. Cash-flow Kaelia Common director External communications Expense 889 Evolem* Common manager External growth assistance Expense 145 In thousand euros Dec 31st, 2007 Evolem* Common manager Real estate rental Income 86 Terre d’Entreprise Manager / director Training Expense 600 Consolidated net income 72,111 ALP Common director Provision of resources (including rental) Expense 271 Elimination of net expenses without any 41,998 ALP Common director Brand royalty Expense 239 impact on cash-flow ALP Common director Provision of resources Income 59 Income from disposals and other income 62 MUTUALP Common director Brokerage activity Income 501 CASH-FLOW 114,171 PHIMAVAL Common manager Real estate rental Expense 95 INTERACTION FINANCES Common manager Provision of services Expense 70 COURTIERS REUNIS Common director Brokerage activity Expense 208 7.3. Change in assets and liabilities REUNIRASSURANCE Common manager Brokerage activity Income 520 SF3C Common director Provision of services Expense 382 In thousand euros Dec 31st, 2007 ESSOR Common manager Brokerage activity Income 314 ESSOR Common manager Provision of resources (including rental) Expense 106 Change in receivables and liabilities -7,886 MONCEAU - CIAM Manager and director Management mandate Income 2,885 from insurance operations Hannover Re Manager and director Reinsurance Expense 3,685 Other changes in receivables and liabilities 15,262 CHANGE IN ASSETS AND LIABILITIES 7,376 * Evolem, APRIL GROUP’s majority shareholder, held 61.67% of the share capital at December 31st, 2007

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Furthermore, APRIL GROUP is a founding member of the 9.1.2. Insurance risk 9.2.3. Analysis of sensitivity micro-insurance association “Entrepreneur dans la Cité”, paying in 500 thousand euros in this respect over 2007. Under IFRS 4, policies must be classified as either insurance The income generated by cash-flow from the Group’s policies or investment policies. brokerage companies is therefore sensitive to changes in the Note 9. Financial and insurance risk management IFRS 4 specifies that a policy is classified as an insurance benchmark monetary rate: EONIA. For reference, a 100 basis policy if it exposes the insurance company to an insurance point change in the EONIA on average over 2007 would have 9.1. Classification of risks under IFRS 7 and IFRS 4 risk, which corresponds to a non-financial risk taken on by had an impact on the Group’s financial result representing the insurer. 1,105 thousand euros. 9.1.1. Financial risks 9.2. Brokerage 9.3. Insurance companies IFRS 7 recognizes the following categories of financial risks: Market risk: this risk can be broken down into the fo- 9.2.1. Nature of associated risks 9.3.1. Nature of associated risks reign exchange risk, fair value risk on fixed-rate financial instruments, and value risk on listed instruments; The Group’s brokerage companies are exposed to the Companies are exposed to financial risks in terms of both Credit risk: this corresponds to the risk of default by financial risks presented in Section 9.1. the financial assets that they hold and the financial liabilities, an issuer or counterparty, i.e. the risk for a creditor of including investment policies, that they take out. definitively losing their debt insofar as the debtor will be 9.2.2. Management of brokerage risks unable, even by liquidating all of its assets, to pay back all They are exposed to the insurance risk through the portfolios of its commitments; Through its financial model, where cash-flow generates of insurance policies that they hold. Liquidity risk: this concerns the risk of not being able to a negative working capital requirement, the brokerage sell a financial instrument at a value close to its fair value. business enables the Group to achieve a very low level of The Group is present on the health, personal protection and It may result in it effectively being impossible to sell the debt, reducing the volume of financial liabilities exposed. property and casualty insurance sectors through a portfolio instrument (absence of market, buying counterparty), or in of insurance policies, the main characteristics of which are an illiquidity discount; The cash-flow generated by the Group’s brokerage companies as follows: Cash-flow risk linked to interest rates: for variable-rate is fully invested in short-term financial investments, primarily Short risk, for a low unit amount, with high frequency, financial instruments, changes in rates imply changes in the through the APRIL Trésorerie mutual fund. The APRIL High level of expertise, company’s future cash-flows. Trésorerie mutual fund represents a fund of funds, equivalent Internalized management strategy. to a cash-based UCITS (“monetary equivalent”), and therefore involves zero capital risk and very low volatility. Underwriting provisions relating to insurance policies are valued in line with the methods traditionally used and in accordance with the French Insurance Code based on various statistical and actuarial processes.

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In 2007, the Group also developed its business in the life 9.3.3. Exposure to financial risks and savings sector through a portfolio of investment policies without any discretionary profit-sharing. Market risk The corresponding risks are borne by subscribers. An The following table presents all of the Group’s financial assets exposed to equity market risks by region: optional guarantee (capped in terms of its amount) may be put in place when taking out such policies. In the event of subscription, this guarantee is broken up and assimilated Europe USA Other zones Total with an insurance policy under IFRS. EQUITY RISK EXPOSURE BY PLACE OF LISTING st st st st st st st st (in thousand euros) Dec 31 , Dec 31 , Dec 31 , Dec 31 , Dec 31 , Dec 31 , Dec 31 , Dec 31 , 9.3.2. Procedure for managing financial risks relating 2007 2006 2007 2006 2007 2006 2007 2006 to insurance companies Shares available for sale (1) Shares recorded on a fair value

The Group’s portfolio primarily comprises insurance company basis for earnings investments, the financial management of which is delegated Shares held for transaction purposes in most cases to specialized service providers within the Equity securities available for sale (1) framework of mandates. SHARES Equity UCITS available for sale (1) 49,328 41,420 2,172 4,537 51,500 45,957 Insurance regulations define strict criteria for the eligibility of Equity UCITS recorded on a fair value financial instruments as well as exposure limits, rules for the basis for earnings Equity UCITS held for transaction distribution of the portfolio between various instruments, purposes and rules governing the distribution of risks. In addition, EQUITY UCITS 49,328 41,420 2,172 4,537 51,500 45,957 they stipulate that no financial futures may be used for the TOTAL PORTFOLIO 49,328 41,420 2,172 4,537 51,500 45,957 management of investments. In% 95.8% 90.1% 4.2% 9.9% 100.0% 100.0%

In connection with this management, the Group does not (1) Not including assets available for sale on which the impairment in value has been booked against earnings. currently use any instruments to hedge against financial risks. Neither does APRIL GROUP hold any securitization vehicles (CDO or other) in its portfolios.

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Foreign exchange risk The following table presents the exposure to foreign exchange market risks for all of the Group’s financial assets and liabilities:

Notional amount in currencies Dec 31st, 2007 Dec 31st, 2006 for derivatives FINANCIAL INSTRUMENT EXPOSURE TO FOREIGN EXCHANGE RISK (1) Book value in currency Book value Book value in currency Book value Dec 31st, 2007 Dec 31st, 2006 (thousands) In thousand euros (thousands) In thousand euros

Financial assets denominated in EUR - 305,954 - 244,768 Financial assets denominated in GBP 1,768 2,411 1,579 2,345 Financial assets denominated in USD 9,987 7,570 Financial assets denominated in other currencies - 1,432 - 12,224 TOTAL FINANCIAL ASSETS 309,797 266,907 Financial liabilities denominated in EUR 30,305 8,023 Financial liabilities denominated in GBP Financial liabilities denominated in USD Financial liabilities denominated in other currencies TOTAL FINANCIAL LIABILITIES 30,305 8,023

(1) Including direct exposure to currencies through UCITS held (foreign exchange risk not hedged)

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Interest rate risk The following table presents all of the Group’s financial assets exposed to fixed-income market risks by maturity:

Breakdown by maturity at Dec 31st, 2007 TYPE OF FINANCIAL ASSETS (1) Interest Book value Book value (in thousand euros) rate (2) Under Under Under Under Under Over Dec 31st, 2007 Dec 31st, 2006 1 year 2 years 3 years 4 years 5 years 5 years Bonds held through to maturity Bonds held for sale (3) 28,268 19,881 12,073 24,567 10,175 44 824 139,788 131,335 Bonds recorded on a fair value basis for earnings (4) 929 929 Bonds held for transaction purposes Unlisted bonds (amortized cost) BONDS EXPOSED TO FAIR VALUE RISK 28,268 19,881 12,073 24,567 10,175 45,753 140,717 131,335 Bonds UCITS held through to maturity Bonds UCITS held for sale (3) 14,085 Bonds UCITS recorded on a fair value basis for earnings Bonds UCITS held for transaction purposes Unlisted bonds UCITS (amortized cost) BOND UCITS EXPOSED TO FAIR VALUE RISK 14,085 Derivative assets subject to hedge accounting Derivatives incorporated for insurance policies and investment Other derivative assets DERIVATIVE ASSETS EXPOSED TO FAIR VALUE RISK Other financial assets exposed to fair value risk FINANCIAL INSTRUMENTS EXPOSED TO FAIR VALUE RISK (5) 3.87% 28,268 19,881 12,073 24,567 10,175 45,753 140,717 145,421 Bonds held through to maturity Bonds held for sale (3) 2,628 1,000 5,447 2,974 25,222 37,271 28,318 Bonds recorded on a fair value basis for earnings (4) 378 378 Bonds held for transaction purposes Unlisted bonds (amortized cost) BOND UCITS EXPOSED TO CASH-FLOW RISK 2,628 1,378 5,447 2,974 25,222 37,649 28,318 Bonds UCITS held through to maturity Bonds UCITS held for sale (3) Bonds UCITS recorded on a fair value basis for earnings Bonds UCITS held for transaction purposes Unlisted bonds UCITS (amortized cost)

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Breakdown by maturity at Dec 31st, 2007 TYPE OF FINANCIAL ASSETS (1) Interest Book value Book value (in thousand euros) rate (2) Under Under Under Under Under Over Dec 31st, 2007 Dec 31st, 2006 1 year 2 years 3 years 4 years 5 years 5 years BOND UCITS EXPOSED TO CASH-FLOW RISK Derivative assets subject to hedge accounting Derivatives incorporated for insurance policies and investment Other derivative assets DERIVATIVE ASSETS EXPOSED TO CASH-FLOW RISK Other financial assets exposed to cash-flow risk FINANCIAL INSTRUMENTS EXPOSED TO CASH-FLOW RISK (5) - 2,628 1,378 5,447 2,974 25,222 37,649 28,318 FINANCIAL ASSETS EXPOSED TO INTEREST RATE RISK - 30,896 21,259 12,073 30,014 13,149 70,975 178,366 173,739 In % 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 100.0%

(1) Short-term receivables are assumed to be due in under one year (2) Weighted nominal rate for par values (par corresponding to the value at which the nominal rate applies), or alternatively the yield to maturity, weighted for amortized costs (3) Not including assets available for sale whose impairment in value has been booked against earnings (4) Excluding securities held for transaction purposes that are recorded in the section just below (5) Rate risk can be broken down into two types of risk, depending on the typology applicable under IAS 32 - 39: fair value risk (fixed-rate) and cash-flow risk (variable-rate)

The financial liabilities exposed to interest rate risks are not significant.

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Credit risk Breakdown at Dec 31st, 2007 by rating (1) Book value Book value Credit risk exposure based on issuer ratings for bonds TYPE OF FINANCIAL ASSETS BBB+ st st A+ to Dec 31 , Dec 31 , (in thousand euros) ND AAA AA to < BBB held A- 2007 2006 BBB- In line with the management of company bond portfolios Bonds held through to maturity and in order to limit the credit risk, various rules have been Bonds available for sale (2) 1,003 78,913 28,766 53,718 14,658 177,058 159,654 defined in terms of ratings for issuers selected by duly Bonds recorded on a fair value basis 1,308 1,308 authorized financial organizations. for earnings (3) The following table presents a breakdown of financial assets Bonds held for transaction purposes exposed to an interest rate risk by issuer rating. Unlisted bonds (amortized cost) BONDS EXPOSED TO CREDIT RISK 1,003 78,913 28,766 53,718 15,966 178,366 159,654 Bond UCITS held through to maturity Bond UCITS available for sale (2) 14,085 Bond UCITS recorded on a fair value basis

for earnings (3) Bond UCITS held for transaction purposes Unlisted bond UCITS (amortized cost) BOND UCITS EXPOSED TO CREDIT RISK 14,085 TOTAL 1,003 78,913 28,766 53,718 15,966 178,366 173,739 % 0.6% 44.2% 16.1% 30.1% 9.0% 100.0%

(1) Standard & Poors rating (3) Excluding securities held for transaction purposes, which are presented on the (2) Not including assets available for sale on which the impairment in value following line in the table Credit risk exposure through reinsurance operations has been booked against earnings for the year The rating of reinsurers is considered to be a decisive Dec 31st, 2007 (1) criterion for the Group when selecting its reinsurer partners A+ BBB+ to ND AAA AA < BBB Total since it reflects their financial soundness. to A- BBB- Total premiums ceded 20,467 1,173 47,436 20,788 332 0 90,195 % of premiums ceded 22.7% 1.3% 52.6% 23.0% 0.4% 0.0% 100.0% Reminder Dec 31st, 2006 20.6% 1.2% 61.1% 16.3% 0.8% 0.0% 100.0%

Number of reinsurers 6 1 4 3 1 15 % of number of reinsurers 40.0% 6.7% 26.7% 20.0% 6.7% 0.0% 100.0% Reminder Dec 31st, 2006 41.7% 8.3% 16.7% 25.0% 8.3% 0.0% 100.0%

(1) Notation Standard & Poors (long terme)

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Liquidity risk Book value at Dec 31st, 2007 Other % Reminder Shares Bonds UCITS Total Most of the financial investments held by APRIL GROUP are (in thousand euros) assets of total Dec 31st, 06 admitted for trading on an official listing market or equivalent Listed securities or UCITS 176,307 110,601 286,909 92.6% 99.0% and involve a low liquidity risk. with daily valuation UCITS with non-daily valuation 11,257 11,257 3.6% 0.3% The following table presents a breakdown of the financial Unlisted securities 2,056 9,575 11,631 3.8% 0.8% assets held by APRIL GROUP by their level of liquidity: TOTAL 178,363 121,859 9,575 309,797 100.0% 100.0%

9.3.4. Analysis of sensitivity to financial risks Impact on shareholders’ equity MARKET RISK SENSIVITY OF FINANCIAL ASSETS st st Analysis of equity and foreign exchange market risk (in thousand euros) Dec 31 , 2007 Dec 31 , 2006 sensitivity BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS 5,635 7,702 The following table presents the results of a simulation of +/- 10% change in CAC index (1) 5,251 5,488 the impacts of changes in the foreign exchange and equity +/- 10% change in DJ index (1) markets across all APRIL GROUP portfolios. +/- 10% change in exchange rate for euro / other currencies 384 2,214 For UCITS lines, the impact has been calculated on a AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS 5,635 7,702 transparent basis, i.e. the indirect impact of the makeup +/- 10% change in CAC index (1) 5,251 5,488 of UCITS assets held (in terms of target equity market and +/- 10% change in DJ index (1) currencies) has been reflected in the overall portfolio. +/- 10% change in exchange rate for euro/other currencies 384 2,214

As an assumption, for all financial assets exposed to equity (1) Impact of the change in the various markets and foreign exchange markets, a sensitivity rate of 1 has been applied. Impact Impact on Impact on Impact Impact on Impact INTEREST RATE RISK SENSITIVITY OF FINANCIAL on fair consolidated shareholders’ on fair consolidated on fair ASSETS (in thousand euros) Analysis of interest rate risk sensitivity value income equity value income value The following table presents the results of a simulation of Dec 31st, 2007 Dec 31st, 2006 the impacts of a change in the fixed-income markets on the BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS APRIL GROUP’s entire bond portfolio. +/- 1% change in risk-free return rate 4,982 -227 4,982 4,165 -222 4,165 Of which, financial instruments exposed to fair value risk 4,982 4,982 4,165 4,165 The figures for financial instruments exposed to a fair value Of which, financial instruments exposed to cash-flow risk -227 -222 risk correspond to the impact that a change in rates would AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS have on the valuation of fixed-rate bond lines held in the +/- 1% change in risk-free return rate 4,982 -227 4,982 4,165 -222 4,165 portfolio. It has been calculated directly based on the Of which, financial instruments exposed to fair value risk 4,982 4,982 4,165 4,165 sensitivity of the bond portfolio. Of which, financial instruments exposed to cash-flow risk -227 -222

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The figures for financial instruments exposed to a cash-flow Property and casualty insurance These risks are reduced on two levels: risk correspond to the impact that a change in rates would Auto branch: a normal series of major claims (serious Upstream, through the underwriting policy (highly selective have on the annual total for provisional coupons received on accidents with bodily injuries); choice of risks, restrictions on concentrations, capping of variable-rate bonds held in the portfolio. Retail and corporate comprehensive branches: an abnormal retention thresholds, application of high unit deductibles); series of major claims on various premises or sites (fire, gas Downstream, through the reinsurance policy (cession of 9.3.5. Insurance risk management process explosion, etc.) or a natural disaster (storm, earthquake, share in risks, capping of larger claims, limitation of the etc.). number of occurrences per event). The Group’s risk policy, the main aspects of which are defined on a centralized basis within commitment committees, is Health and personal protection: 9.3.6. Bonus/malus monitoring based around the following: Death in connection with a policy concerning a major Definition of a general underwriting policy; amount of capital; A review of underwriting provisions over the last few years Definition of exposure limits and their use; Multiple deaths in connection with group policies (terrorist makes it possible to see the recurrent generation of bonus Definition of a reinsurance policy; attack, aircraft accident, etc.); premiums. Monitoring of various underwriting results; Epidemic involving many days of sick leave; Definition of risk assessment methods; Pandemic with risk of multiple deaths. Identification and monitoring of risks placed. Life and savings The main elements likely to influence changes in the loss Death in connection with a policy concerning a major ratio for insurance companies are as follows: amount of capital, combined with a lasting downfall of financial markets.

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Note 10. Share-based payments

10.1. Monitoring of stock option and warrant schemes

Plan n°5 Plan n°6 Plan n°7 Plan n°8 Plan n°9 Plan n°10 Plan n°11 Plan n°12 Plan n°13 Plan n°14 Plan n°15 Plan n°16 Plan n°17 Plan n°18

Date of Board of Directors meeting 26/04/01 13/12/01 25/04/02 12/12/02 24/04/03 29/04/04 28/04/05 28/04/05 28/04/06 28/04/06 10/07/06 26/04/07 26/04/07 26/04/07 Total number of shares offered 373,500 80,000 76,000 25,000 37,000 44,000 47,000* 65,000 70,000 10,000 116,000 40,000 21,000 226,000 on plan date Option exercise start date 26/04/06 14/12/06 26/04/07 13/12/07 25/04/08 30/04/09 01/05/09 01/05/09 29/04/10 29/04/10 11/07/10 27/04/13 27/04/11 27/04/11 End date 25/04/08 13/12/08 25/04/09 12/12/09 25/04/10 30/04/11 30/04/11 30/04/11 28/04/12 28/04/12 10/07/12 26/04/14 26/04/13 26/04/13 Subscription price €20.21 €16.86 €16.69 €15.57 €13.91 €15.94 €23.43 €23.43 €42.32 €42.32 €39.42 €40.56 €40.56 €40.56 NUMBER OF STOCK OPTIONS AT 11,953 2,000 15,685 13,550 32,000 20,000 41,000 45,000 60,000 0 116,000 40,000 21,000 213,000 END DECEMBER 2007

* Plan subject to compliance with economic targets.

In accordance with IFRS 2, the cost of share-based com- The expected dividend assumption is based on the market pensation schemes for employees is recorded in the FAIR VALUE OF STOCK OPTIONS 2007 2006 consensus. consolidated financial statements. The risk-free interest rate is based on the French govern-

In this respect, the amount recorded for 2007 came to 528 Dividend rate 0.9% 0.47% ment bond rate curve for the corresponding maturity. thousand euros. Volatility 30% 27.85% 10.2. Valuation model used Note 11. Investments Risk-free rate 4% 3.68% The Black and Scholes option valuation model has been used Investments in tangible or intangible fixed assets over the to determine the fair value of options on April shares up to AVERAGE WEIGHTED FAIR VALUE OF period were not significant. €12.35 €10.36 2006. The Merton model, based on the Black and Scholes OPTIONS ON DATE GRANTED model, has been used since January 1st, 2007. The change of calculation method has not had any significant effects. The assumptions for the valuation and the fair value of options are presented below:

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Note 12. Off-balance sheet commitments Note 13. Net income and dividends A dividend of 0.44 euro per share, representing a total dividend payment of 17,957 thousand euros, will be put The Group’s off-balance sheet commitments in relation to The company calculates earnings per share and fully diluted forward for approval at the general shareholders’ meeting third parties were as follows at December 31st, 2007: earnings per share: on April 24th, 2008. This distribution is not recorded under Earnings per share do not factor in any potential shares. accrued expenses in the financial statements. Commitments Commitments In thousand euros LThey are drawn up based on the weighted average number given received of shares outstanding over the year. NET INCOME Dec 31st, 2007 Collateral 8,079 80,453 (1) Fully diluted earnings per share are determined factoring in NET INCOME 72,111 Mortgages N/A N/A any dilutive shares issued in connection with stock option Weighted number of ordinary shares at 40,732 Guarantees 50 158 schemes. In this way, earnings per share can be presented year-start (thousands) Other 74 N/A as follows: Shares issued excluding options TOTAL 8,203 80,606 Options exercised 79 Dividends paid in 2007, 2006 and 2005 relative to 2006, (1) Collateral received in connection with reinsurance operations Treasury stock -155 2005 and 2004 came to WEIGHTED NUMBER 40,656 16,293 K€ (0.4 € per share includin treasury shares), OF ORDINARY SHARES Commitments to buy out minority interests: 13,395 K€ (0.33 € per share) and 8,896 K€ (0.22 € NET INCOME PER SHARE 1.77 The commitments to buy out minority interests that do not per share). Dilutive instruments: stock options 631 comply with the rule set forth in Note 1.28 are presented WEIGHTED NUMBER OF ORDINARY below: SHARES AFTER INTEGRATION OF POTEN- 41,287 TIAL DILUTIVE INSTRUMENTS NET INCOME (FACTORING IN IMPACT OF Minority Group Minority DILUTIVE INSTRUMENTS AS RELEVANT) In thousand euros commitment commitment Option period interest share to sell to purchase DILUTED NET EARNINGS PER SHARE 1.75 APRIL Cover 30% Yes Yes 30/06/2012 to 30/06/2013 L&E Title Insurance Services 14% No Yes 01/01/2009 to 30/06/2020 (1) APRIL North America 30.1% Yes Yes 30/06/2012 to 30/09/2025 APRIL Yacht Broker di Assicurazioni 30% Yes Yes From 01/07/2007 (1) 14. Post-balance sheet events APRIL Santé 2.62% Yes Yes From 31/03/2018 None. Solidaris 20% Yes Yes From 01/04/2018 APRIL Réunion 8.75% Yes Yes From 01/04/2011 Assinco 20% Yes Yes 01/01/2012 to 30/06/2016

(1) Not able to be calculated

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3.0 S

3.0 Statutory Auditors’ report on the consolidated financial statements

Year ended December 31st, 2007 We believe that our audit provides a reasonable basis for the opinion presented hereafter. Dear Shareholders, We certify that the consolidated financial statements for the year are, in view of IFRS, as adopted within the European Pursuant to the mandate given to us at the general Union, fair and accurate and faithfully reflect the assets, shareholders’ meeting, we have audited the consolidated liabilities, financial position and earnings of the consolidated financial statements of APRIL GROUP for the financial year group comprising the parties and entities included in the ended December 31st, 2006, as contained in this report on basis for consolidation. pages 93 to 147. The consolidated financial statements are the responsibility of the Directors’ Board. Our responsibility is to express an 2. Basis for our opinions opinion on these accounts based on our audit. Pursuant to the provisions of Article L.823-9 of the French Commercial Code relative to the forming of our opinions, we 1. Opinion on the consolidated financial statements would like to draw your attention to the following points: Indefinite intangible fixed assets and goodwill are sub- We conducted our audit in accordance with the industry ject to an annual impairment test under the conditions standards applicable in France. These standards require that described in Note 1.16. Our work consisted of assessing we plan and perform the audit to obtain reasonable assurance the data and assumptions used for estimates, notably the that the consolidated financial statements are free from any cash flow forecasts drawn up by the company, checking material misstatements. An audit includes examining, on a the calculation methodology applied and assessing the test basis, evidence supporting the information contained valuations determined in this way; in these accounts. An audit also involves assessing the Financial assets are recognized and valued in line with accounting principles used and the significant estimates the conditions set out in Note 1.17 to the consolidated made when drawing up the accounts, as well as evaluating financial statements. the overall presentation of the financial statements.

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We have assessed the implementation of these valuation 3. Specific procedure conditions, and the consistency of the classification retained with the Group’s principles: Furthermore, we have also verified the information given in Certain technical items that are specific to the insurance the Group Management Report. and reinsurance business with regard to assets and liabilities in your company’s statutory financial statements We have no observations to make regarding its sincerity or are estimated based on regulatory procedures and using its application for the consolidated financial statements. statistical data and actuarial techniques. The conditions for determining these elements are presented in Note 1.23. We have verified the reasonable nature of the assumptions retained in the calculation models used, notably with regard Villeurbanne, March 3rd, 2008 to the Group’s experience, its regulatory and economic environment, as well as the overall coherency of these assumptions. The Statutory Auditors The assessments made in this way are part of our audit of the consolidated financial statements in general and therefore Mazars Deloitte & Associés contributed to the formation of our opinion, expressed in the Max Dumoulin Olivier Rosier first part of this report. Jean-Claude Lemaire

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4 0 S

04 Statutory financial statements P. 151 1. APRIL GROUP statutory financial statements at December 31st, 2007

P. 154 2. Highlights

P. 155 3. Notes to the statutory financial statements of APRIL GROUP SA

P. 164 4. Statutory Auditors’ general report

P. 166 5. Special Statutory Auditors’ report on regulated agreements

P. 170 6. Combined General Shareholders’ Meeting on April 24th, 2008: Resolutions

P. 178 7. Index of headings

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1 .0

A

, 2007 PRIL GROUP statutory financial statements at December 31st

1.0 APRIL GROUP statutory financial statements at December 31st, 2007 Income statement

In thousand euros Note 2007 2006 2005 REVENUES 10 Operating subsidies 18 Write-backs on amortization and provision 9 510 3,217 3,508 Transferred, expenses Other income TOTAL OPERATING INCOME 510 3,217 3,526 Other purchases and external expenses 11 2,472 2,221 2,733 Tax 318 296 313 Salaries and wages 2,057 1,881 1,716 Personnel costs 1,067 1,049 752 Fixed asset depreciation 2.2 192 155 194 Fixed asset provisions Current asset provisions Provisions for contingencies and losses 9 4,861 6,001 3,208 Other expenses 92 95 93 TOTAL OPERATING EXPENSES 11,059 11,698 9,009 OPERATING INCOME -10,549 -8,481 -5,483 Dividends received 94,246 34,418 39,303 Other financial income 11,617 3,290 12,870 Financial expenses 1,817 124 3,450 NET FINANCIAL INCOME 12 104,046 37,584 48,723 CURRENT INCOME BEFORE TAX 93,497 29,103 43,240 Non-recurring income 25,248 86 8,692 Non-recurring expenses 22,884 86 10,926 NON-RECURRING INCOME 13 2,364 0 -2,234 INCOME BEFORE TAX 95,861 29,103 41,006 Employee profit-sharing 159 Corporate income tax 14 -8,797 -3,384 -3,290 NET INCOME 104,658 32,487 44,137

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Balance sheet

In thousand euros Note 2007 2006 2005 Depreciation and ASSETS Gross Net Net Net provisions Intangible fixed assets 2.1 1,162 961 201 25 51 Tangible fixed assets 2.1 995 752 243 317 364 Long-term investments 2.1 270,745 2,267 268,478 142,366 110,425 FIXED ASSETS 272,902 3,980 268,922 142,708 110,840 Advances and pre-paid orders 5 212 212 0 Trade and related receivables 5 42 42 Other accounts receivable 5 5,972 5,972 6,873 6,688 Marketable securities 6 19,197 19,197 25,391 34,086 Cash 361 361 408 83 CURRENT ASSETS 25,784 25,784 32,672 40,857 Adjustment accounts and related 5 117 117 124 128 GENERAL TOTAL 298,803 3,980 294,823 175,504 151,825

PASSIF Note 2007 2006 2005 Share capital 7 16,324 16,293 16,237 Paid-in capital 11,392 10,021 7,325 Legal reserves 1,629 1,624 1,608 Regulated reserves Other reserves 117,932 101,744 71,018 Retained earnings 90 23 20 Fiscal year income 104,658 32,487 44,137 SHAREHOLDERS' EQUITY 8 252,025 162,192 140,345 PROVISIONS FOR CONTINGENCIES AND LOSSES 9 10,418 6,066 3,282 Borrowings and debt with credit institutions 5 30,000 9 9 Pre-booked income on work-in-progress Accounts payable and related 5 531 694 672 Other liabilities 5 1,849 6,543 7,517 LIABILITIES 5 32,380 7,246 8,198 Adjustment accounts and related GENERAL TOTAL 294,823 175,504 151,825

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Cash-flow statement

In thousand euros 2007 2006 2005

CASH POSITION AT YEAR-START 25,790 34,159 47,456 Cash-flow 100,169 34,055 35,785 Of which, dividends received from subsidiaries 94,246 34,418 39,303 CHANGE IN WORKING CAPITAL REQUIREMENTS -4,205 -392 4,246 NET CASH-FLOW FROM HOLDING COMPANY COORDINATION ACTIVITIES 121,754 33,663 40,031 INVESTMENT OPERATIONS Acquisition of intangible fixed assets -249 -2 -48 Acquisition of tangible fixed assets -44 -80 -62 Disposal of tangible and intangible fixed assets 1 42 Acquisition of equity securities -180,581 -14,461 -23,457 Disposal of equity securities 25,182 85 9,190 Acquisition of other long-term investments -124,519 -44,550 -40,257 Disposal of other long-term investments 162,841 27,615 8,148 NET CASH-FLOW FROM INVESTMENT OPERATIONS -117,370 -31,392 -46,444 FINANCING OPERATIONS Sum received for capital increase linked to exercising of stock options 1,402 2,752 2,010 Dividends paid out to parent company shareholders -16,227 -13,392 -8,894 Loans drawn down 30,000 0 0 Loans paid back NET CASH-FLOW FROM FINANCIAL OPERATIONS 15,175 -10,640 -6,884

CASH POSITION AT YEAR-END 19,559 25,790 34,159 Of which : Marketable securities 18,230 24,023 33,722 Treasury stock classified as marketable securities 967 1,369 363 Cash and cash equivalents 362 398 74

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2 .0 H

2.0 Highlights

Creation of new companies Capital transactions relating to APRIL GROUP SA’s equity APRIL GROUP SA a created nine new companies over 2007: interests APRIL Alpha, APRIL Delta, APRIL Gamma, APRIL Kappa, APRIL The following transactions were carried out in 2007: Omega, APRIL Sigma, Lacassagne Assurance, APRIL North Capital increase through the incorporation of debt for the America, APRIL Mediterranean Limited. following companies: - APRIL GROUP DOMMAGES PARTICULIERS (previously Disposal of securities APRIL DEVELOPPEMENT) for 82.5 million euros, In 2007, in line with its reorganization around its business - APRIL GROUP DOMMAGES ENTREPRISES (previously APRIL branches, APRIL GROUP SA sold off: CORPORATE) for 17.5 million euros, 100% of the capital of Mutant Assurances, previously - APRIL GROUP CORPORATE (previously APRIL SOLUTIONS) Assurance Juridique, to APRIL GROUP DOMMAGES for 40.5 million euros. PARTICULIERS; 66% of the capital of Cogealp to APRIL GROUP CORPORATE; Subscription for capital increases in the following 100% of the capital of the following companies (created companies: at the end of 2006 or in 2007): APRIL Partenariats, APRIL - APRIL GROUP VIE ÉPARGNE for 20 million euros, International, APRIL Direct, APRIL Distribution, APRIL - Axeria Prévoyance for 6 million euros. Services, APRIL Projet, APRIL Réseau and Lacassagne Assurance. Merger of APRIL GROUP DOMMAGES ENTREPRISES with APRIL GROUP CORPORATE.

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3.0 N

3.0 Notes to the statutory financial statements of APRIL GROUP SA

Note 1 - Accounting methods and principles...... p.155 Notes to the statutory financial statements of APRIL GROUP SA for the year ended December Note 2 - Fixed assets...... p.158 31st, 2007 Note 3 - Equity securities...... p.159

Note 4 -Treasury stock...... p.160 The notes below represent an integral part of the annual financial statements and make up the notes to the balance Note 5 - Receivables and payables...... p.160 sheet for the year ended December 31st, 2007, with a net

Note 6 - Marketable securities...... p.161 total of 175,504 thousand euros, and the income statement for the year, with a profit of 32,487 thousand euros. Note 7 - Share capital structure...... p.161 The financial year lasts 12 months and runs from January 1st st Note 8 - Change in shareholders’ equity...... p.161 to December 31 , 2007. The annual financial statements were approved by the Executive Board on February 28th, Note 9 - Prov. for contingencies and losses...... p.161 2008. Note 10 - Revenues...... p.162 The APRIL GROUP SA statutory financial statements are included in the consolidated Group financial statements of Note 11 - External expenses...... p.162 APRIL GROUP. Note 12 - Financial income...... p.162 The Group consolidated financial statements of APRIL GROUP are included in the consolidated financial statements of Note 13 - Non-recurring items...... p.162 EVOLEM SA. Note 14 - Corporate income tax...... p.163

Note 15 - Commitments given and received...... p.163 Note 1. Accounting methods and principles

Note 16 - Average headcount...... p.163 The Company’s financial statements are drawn up in

Note 17 - Executive compensation...... p.163 accordance with the provisions of the general French chart of accounts (Plan Comptable General) approved by the Note 18 - Individual training entitlement...... p.163 Ministerial Decree of June 22nd, 1999 published in the official st Note 19 - Post-balance sheet events...... p.163 gazette on September 21 , 1999.

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The accounting standards have been applied in accordance General installations and fittings 8 years 1.4. Loans and payables with the principle of conservatism, in line with the following Transport equipment 5 years basic assumptions, which seek to provide a faithful image of Office equipment 5 years Loans and payables are valued at their par value. A provision the Company: IT equipment 3 years for impairment is recorded when the recoverable value is less Continued operations, Furnishings 5 years than the book value. Unchanged accounting methods from one financial year to the next, In accordance with the provisions of CRC regulation 2002-10 1.5. Marketable securities Independent financial years. relative to the amortization and depreciation of assets, any signs of impairment in value are looked for at the close of Marketable securities are booked at their acquisition cost. The basic method used for valuing items booked in the accounts and when drawing up interim statements. Treasury stock acquired under the liquidity agreement are accounts is the historical cost method. As relevant, a depreciation charge may be valued and valued at the closing price on the last day’s trading for the recorded. year. 1.1. Intangible fixed assets Other marketable securities are valued at their last known 1.3. Equity securities stock price or at the last net asset value for UCITS. The APRIL brand has been amortized in full. Software is A provision is booked when the inventory value is lower than valued at its acquisition price. Equity securities are booked gross at their acquisition price, the book value. Amortization charges are calculated on a straight-line basis including any related acquisition costs, which are recorded depending on the actual useful life, ranging from one to as liabilities. 1.6. Provisions for contingencies and losses three years. Equity interests are valued based on their going value: The going value of securities is calculated in line with a Provisions for contingencies and losses comprise com- 1.2. Tangible fixed assets method based notably on the discounted future cash-flow mitments on which the due date or amount is uncertain and and net asset value, as per the medium-term plans; results from commercial, industrial tribunal or other risks. Tangible fixed assets are valued on an acquisition price basis. The going value of other equity securities is determined Each known dispute in which APRIL GROUP SA is involved is Amortization charges are calculated on a straight-line basis based on the net asset value; examined at the close of accounts by the Board of Directors, depending on the actual useful life, in line with the following When the going value is below the book value, a provision further to recommendations from external advisors if general periods: for impairment is recorded for the difference. relevant, with the provisions deemed necessary recorded to cover the estimated risks.

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1.7. Retirement benefits 1.9. Corporate income tax

Commitments relative to retirement benefits are valued APRIL GROUP is at the head of the tax consolidation Tax expenses are borne by consolidated companies in the based on the likely fair value of the entitlements acquired, group comprising APRIL GROUP and its subsidiaries APRIL same way as if there were no tax consolidation structure. taking into consideration the legal provisions and national Assurances, APRIL GROUP DOMMAGES PARTICULIERS, APRIL Tax savings made by the Group linked to losses recorded wage bargaining agreements in force, based on actuarial Premium, APRIL Mobilité, APRIL Patrimoine, APRIL GROUP by consolidated companies, are booked against earnings in hypotheses primarily factoring in wage rises through to CORPORATE, TMS CONTACT, APRIL GROUP PRÉVOYANCE APRIL GROUP’s accounts and subject to a provision to cover retirement age, staff turnover and mortality tables. The INDIVIDUELLE, APRIL Conseils, APRIL Santé, FORUM FINANCES, the risk of having to reimburse corporate income tax on commitments calculated in this way are booked as provisions Easyssur, ALLO Assurances, FGA, CIARE, Axeria Iard, Axeria losses used by APRIL GROUP if subsidiaries become profitable for contingencies and losses. Prévoyance, SFG, CGCA, Solucia Protection Juridique, GI2A, again. Any differences resulting from changes in actuarial assumptions APRIL Immobilier, SASCO, SEPCOFI, Axeria Vie, Europassur, are booked against earnings as soon as they are recorded. APRIL GROUP VIE, ISR COURTAGE, APRIL Solutions Entreprises, APRIL Assurances Entreprises, APRIL Corporate Broking, APRIL 1.8. Foreign currency transactions Marketing Solutions, APRIL Solutions in which the Group has a direct or indirect interest of over 95%. Transactions in foreign currencies are booked at the exchange rate in force for the transaction date. Receivables and payables are valued at the closing exchange rate or at their hedging price. Any difference resulting from the discounting of receivables and payables in foreign currencies is recorded under foreign currency adjustments. Any unrealized foreign currency losses are subject to a provision for liabilities, as relevant.

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Note 2. Fixed assets

2.1. Valeurs brutes

January 1st, December The significant changes recorded over the year on “other In thousand euros Increase Decrease 2007 31st, 2007 equity interests” and “equity interest-related receivables” INTANGIBLE FIXED ASSETS 913 249 1,162 primarily reflect transactions carried out on the capital General installations and fittings 354 9 363 of APRIL GROUP SA subsidiaries and presented in the Transport equipment 58 58 “highlights” section in these notes. IT and office equipment and furnishings 539 35 574 Current fixed assets TANGIBLE FIXED ASSETS 951 44 995 Other equity interests 73,127 180,641 22,941 230,827 Equity interest-related receivables 72,576 124,519 162,842 34,253 Loans and other long-term investments 5,664 1 5,665 LONG-TERM INVESTMENTS 151,367 305,161 185,783 270,745 GENERAL TOTAL 153,231 305,454 185,783 272,902

2.2. Depreciation

POSITION AND CHANGES OVER THE YEAR January 1st, December 2.4. Intangible fixed assets Contribution White-back (in thousand euros) 2007 31st, 2007 INTANGIBLE FIXED ASSETS 888 72 960 Intangible fixed assets totaled 1,162 thousand euros and can General installations and fittings 202 45 247 be broken down as follows: Transport equipment 12 12 1 23 April brand...... 686 thousand euros Office equipment and furnishings 420 63 483 Software...... 476 thousand euros TANGIBLE FIXED ASSETS 634 120 1 753 GENERAL TOTAL 1,522 192 1 1,713

2.3. Provision

POSITION AND CHANGES OVER THE YEAR January 1st, December Contribution White-back (in thousand euros) 2007 31st, 2007 Depreciation of long-term investments 9,001 6,734 2,267 GENERAL TOTAL 9,001 6,734 2,267

A provision write-back on long-term financial investments has been recorded further to the capital increase through the incorporation of debt carried out on APRIL GROUP DOMMAGES PARTICULIERS.

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Note 3. Equity securities

DETAILED INFORMATION ON EACH SUBSIDIARY AND EQUITY INTEREST FOR SHAREHOLDER’S EARN IN GS (PROFIT SHARE IN CAPITAL WHICH THE VALUE EXCEEDS 1% OF THE CAPITAL OF THE COMPANY SUBJECT TO CAPITAL EQUITY OTHER THAN OR LOSS FROM LAST HELD (%) DISCLOSURE (in thousand euros) CAPITAL YEAR ENDED)

Subsidiaries (held at +50%) AXERIA IARD 13,000 19,055 100% 11,005 AXERIA INSURANCE COMPANY 4,772 352 100% 42 SOLUCIA PROTECTION JURIDIQUE 7,600 -311 100% -189 FORUM FINANCES 2,212 -3,038 100% -48 APRIL GROUP VIE ÉPARGNE 20,037 -391 100% -31 APRIL NORTH AMERICA 1,906 -62 69.9% -61 APRIL GROUP DOMMAGES PARTICULIERS 82,919 2,109 100% 4,626 AXERIA PRÉVOYANCE 21,000 20,315 100% 10,165 APRIL GROUP PRÉVOYANCE INDIVIDUELLE 501 28,127 100% 74,368 APRIL GROUP CORPORATE 50,083 5,900 100% -1,611 APRIL MEDITERRANEAN LIMITED 12,500 12,500 100% 0

GENERAL INFORMATION ON ALL SUBSIDIARIES AND EQUITY INTERESTS FRENCH EQUITY FOREIGN EQUITY FRENCH SUBSIDIARIES FOREIGN SUBSIDIARIES (in thousand euros) INTEREST INTEREST

Book value of securities held: Gross: 211,889 18,930 7 Net: 210,400 18,930 7 Loans and advances granted: Gross: 34,253 Net: 33,475 Deposits and guarantees given Total dividends received 94,246

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Note 4. Treasury stock and warrants Note 5. Receivables and payables

4.1. Treasury stock ACCOUNTS RECEIVABLE (In thousand euros) Gross Up to 1 year Over 1 year Advances and deposits paid on orders 212 212 In accordance with the authorization granted at the General Other trade receivables 42 42 th Meeting on April 27 , 2007, APRIL GROUP SA has continued Group and partners 5,524 5,524 rolling out its share buyback program. Other receivables 448 448 In this way, APRIL GROUP bought back 132,708 shares for a Pre-booked expenses 117 117 total of 5.443 thousand euros, and sold off 149,216 for a GENERAL TOTAL 6,343 6,343 total of 5,844 thousand euros. Income from these disposals came to - 11 thousand euros, recorded under other financial Accounts receivable in relation to other Group companies income. came to a total of 6,801 thousand euros primarily corresponding to tax receivables due by companies that are At December 31st, 2007, the company held 155,067 members of the tax consolidation group. shares, with 22,117 allocated under the registered dealer’s agreement and recorded under marketable securities, and DEBT POSITION (In thousand euros) Gross Up to 1 year Over 1 year 132,950 allocated for a buyback program in connection with Equity interest-related liabilities 30,000 30,000 an external growth operation and recorded under long-term Bank borrowings - financial investments and treasury stock. Trade payables and related 531 531 The shares allocated for the external growth operation are Tax and social security-related liabilities 1,156 1,156 expected to be settled in 2007. Group and partners 610 610 Other liabilities 83 83 4.2. Warrants Pre-booked income -

In accordance with the Executive Board’s decisions on April GENERAL TOTAL 32,380 2,380 30,000 26th 2006, validated by the Supervisory Board on April 26th 2006, 287,000 warrants were granted to employees or managers from APRIL GROUP SA or its subsidiaries (exercise price: 40.56 €). 630,688 warrants were still available for exercising at the end of 2007.

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Note 6. Marketable securities Note 8. Change in shareholders’ equity

Marketable securities came to 19,197 thousand euros at December 31st, 2007 and can be broken down as follows: Changes in shareholders’ equity in 2005/2006/2007

Unrealized capital SHAREHOLDERS’ EQUITY AT YEAR END 2005 In thousand euros Book value Market value 140,345 gains and losses (In thousand euros) Monetary UCITS 18,230 18,244 14 Capital increase for 2006 2,752 Treasury stock 967 967 0 Dividends paid out - 13,392 TOTAL 19,197 19,197 14 Other changes Earnings for 2006 32,487 SHAREHOLDERS’ EQUITY AT YEAR END 2006 162,192 Note 7. Share capital structure Capital increase for 2007 (1) 1,402 2007 2006 2005 Dividends paid out -16,227 Number of shares comprising the share capital at year-start 40,731,948 40,591,983 40,435,713 Other changes Capital increase 78,684 139,965 156,270 Earnings for 2007 104,658 Number of shares comprising the share capital at year-end 40,810,632 40,731,948 40,591,983 SHAREHOLDERS’ EQUITY AT 252,025 YEAR END 2007 Earnings per share 2.56 0.79 1.09

At December 31st, 2007, APRIL GROUP SA’s share capital comprised 40,810,632 fully paid-up ordinary shares with a par value (1) Resulting from the exercising of warrants granted/of which, issue premium: 1,371 thousand euros of 0.40 euro. Note 9. Provisions for contingencies and losses

In thousand euros Year-start Contribution Write-back Year-end Provisions for disputes 1,779 900 62 2,617 Provisions pour pensions 75 3 72 Other provisions for contingencies and losses 4,212 3,961 444 7,729 TOTAL PROV. FOR CONTINGENCIES AND LOSSES 6,066 4,861 509 10,418 Operating provisions and write-backs 4,861 509 Financial provisions and write-backs Non-recurring provisions and write-backs

Other provisions for contingencies and losses correspond to a 7,729 thousand euro provision for liabilities relative to the use of subsidiary losses in line with the tax consolidation system.

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Note 10. Revenues Note 12. Financial income

The holding company – APRIL GROUP – steers and manages In thousand euros 2007 2006 2005 the Group. Its only resources are dividends received from its FINANCIAL INCOME 105,863 37,708 52,173 equity interests and income from its investments. Dividends 94,246 34,418 39,303 Write-back of provision for depreciation of securities 6,735 749 10,431 Interest income on current accounts 3,361 1,801 949 Note 11. External expenses Income from marketable securities 1,521 740 1,490 Foreign exchange gain FINANCIAL EXPENSES 1,817 124 3,450 BREAKDOWN OF OTHER Provision for depreciation on securities 120 PURCHASES AND EXTERNAL 2007 2006 2005 Interest expense 635 4 EXPENSES (In thousand euros) Loss on equity interest-related receivables 1,182 3,450 T services 22 -6 181 Foreign exchange loss Consumables (electricity, admi- 54 62 61 FINANCIAL INCOME 104,046 37,584 48,723 nistrative supplies, etc.) Property rentals 338 312 378 Furniture rental, maintenance APRIL GROUP SA granted a 1,182 thousand euro debt write-off to APRIL GROUP DOMMAGES ENTREPRISES in 2007. 216 172 151 and upkeep Insurance 12 9 45 Fees, research and documen- 963 952 1,091 tation Note 13. Non-recurring items Advertising and public relations 130 81 339 Travel, assignments and enter- 204 152 149 tainment In thousand euros 2007 2006 2005 External staff 75 51 72 NON-RECURRING INCOME 86 8,692 Other (training, banking 458 436 266 services, telephone, postage) Income from disposal of tangible fixed assets 1 42 TOTAL 2,472 2,221 2,733 Income from disposal of long-term investments 25,181 85 8,650 Other non-recurring income 67 NON-RECURRING EXPENSES 25,248 86 10,926 Net book value of tangible fixed assets 40 Net book value of long-term investments 22,884 85 10,836 Other non-recurring expenses 1 50 NON-RECURRING GROSS 2,364 0 -2,234

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Note 14. Corporate income tax Note 16. Average headcount Note 18. Individual training entitlement

The application of the tax consolidation agreement generated In accordance with the provisions of Law 2004-391 of May 2007 2006 2005 3,821 thousand euros in tax savings for the tax consolidation 4th, 2004 relative to professional training, the Group’s Managers and assimilated 24 25 21 group. The company would have recorded a 3,072 thousand French companies grant their employees an individual Employees 1 0 0 euro expense without this tax consolidation agreement. entitlement to a minimum of 20 hours per calendar year, TOTAL 25 25 21 which may be cumulated over up to six years, with, in the The tax savings, booked in the accounts of APRIL GROUP, event of them not have being used by the end of this period, linked to losses recorded by consolidated companies that Note 17. Executive compensation all such entitlements capped at 120 hours. are likely to benefit these same companies when they post profits again, came to 7,729 thousand euros and are covered During the year, APRIL GROUP SA changed its structure from No expense was recorded in 2007, pursuant to the opinion by a provision for liabilities booked for the same amount. a French limited company (Société Anonyme) with Executive issued by the Emergency Committee of the National and Supervisory Boards to a French limited company with a Accounting Board (CNC) - number 2004-F dated October Note 15. Commitments given and received Board of Directors. 13th, 2004. Compensation paid to Executive Board members totaled 505 Commitments received thousand euros. Better fortune clause: APRIL GROUP SA granted APRIL In 2007, compensation for the Chairman and members of the Note 19. Post-balance sheet events Solutions the right to write off its debt, with a better fortune Board of Directors totaled 125 thousand euros. clause, for 3,450 thousand euros. N/A The amount paid to the five highest earners came to 770 Commitments to buy out minority interests thousand euros. The commitments to buy out minority interests are presented below:

Minority interest Minority Group commitment In thousand euros Option perdiod share engagement to sell to purchase June 30th, 2012 to APRIL North America 30.1 % Yes Yes Sep 30th, 2025

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4 .0 S

4.0 Statutory Auditors’ general report

Annual financial statements assurance that the annual financial statements are free from Year ended December 31st, 2006 any material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and Dear Shareholders, information contained in these accounts. An audit also involves assessing the accounting methods and principles Pursuant to the mandate given to us at the General Meeting, used and the significant estimates made when drawing up please find hereafter our report relative to the financial year the accounts, as well as evaluating the overall presentation of ended December 31st, 2007 on: the financial statements. We believe that our audit provides a - Our audit of the annual financial statements of APRIL reasonable basis for the opinion presented hereafter. GROUP SA, as appended to the present report, In our opinion, the annual financial statements present fairly, - The basis for our opinions, in all material respects, the financial position of the company - The specific procedures and information required under at December 31st, 2006 and the results of its operations for French law. the year then ended, in accordance with the accounting rules The annual financial statements are the responsibility of the and principles in force in France. Executive Board. Our responsibility is to express an opinion on these accounts based on our audit. 2. Basis for our opinions

1. Opinion on the annual financial statements Pursuant to the provisions of Article L. 823-9 of the French Commercial Code relative to the forming of our opinions, we We conducted our audit in accordance with the industry would like to draw your attention to the following points: standards applicable in France. These standards require that we plan and perform the audit to obtain reasonable

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A significant percentage of your company’s assets are made The accuracy of the information given in the management up of equity securities, which are valued in accordance report relative to compensation and benefits for corporate with the method indicated in Section 1.3. of the notes to officers and any commitments granted to them at the start, the annual financial statements. Based on the information end or change of their offices, or subsequently. available to date, we have reviewed the approach adopted and the calculations performed by the company and assessed As required by law, we have ensured that the different the resulting valuations. information relative to equity investments and the control The assessments made in this way are part of our audit of and identity of shareholders has been provided to you in the the annual financial statements in general and therefore Management Report. contributed to the formation of our opinion expressed in the first part of this report. Villeurbanne, march 3th, 2008

3. Specific procedures and information

In accordance with the industry standards applicable in France, we also performed the specific procedures required under French law. We do not have any observations to make regarding: The Statutory Auditors The sincerity of the information given in the Executive Board’s Management Report and the documents submitted Mazars Deloitte & Associés to shareholders on the financial position and the annual Max Dumoulin Olivier Rosier financial statements and its application in relation to the Jean-Claude Lemaire accounts.

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5.0 S

5.0 Special Statutory Auditors’ report

Special statutory auditors’ report on regulated We conducted our audit in accordance with the industry agreements and commitments standards applicable in France. These standards require that Year ended December 31st, 2007 we perform procedures to verify that the information given to us is consistent with the underlying documents. Dear Shareholders, APRIL GROUP SA taking out a subordinated loan for In our capacity as your company’s Statutory Auditors, please Axeria Vie find hereafter our report on regulated agreements. Nature and purpose Agreements and commitments authorized during On August 28th, 2007, APRIL GROUP SA took out a 30 million the year euro subordinated loan issued by Axeria Vie in connection with the creation of the Life and Savings division. This loan, In accordance with Articles L.225-88 and L. 225-40 of concluded for an indefinite period, includes an option for the French commercial code, we were informed of the Axeria Vie to pay it back ahead of schedule, without any agreements and commitments that were authorized penalty, at the end of the 10th year. This loan is subject to beforehand, depending on the periods concerned, by your interest at 170 basis points over the 10-year CMS rate. This Supervisory Board or your Board of Directors respectively. operation had been authorized by the Supervisory Board on December 12th, 2006. We are not required to ascertain whether any other contractual agreements exist, but rather, to inform you, on Terms the basis of the information provided to us, of the terms In 2007, the interest received by APRIL GROUP SA relative to and conditions of agreements that have been brought to our this loan totaled 633,863 euros. attention, without commenting on their validity or relevance. It is your responsibility, under the terms of Article R.225-31, Person concerned to evaluate the benefits of concluding such agreements prior Bruno Rousset, Chairman and Chief Executive Officer of to their approval. APRIL GROUP SA and Director of Axeria Vie.

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Axeria Vie taking out a loan for APRIL GROUP SA Terms Agreement with TERRE D’ENTREPRISES for the provision This agreement was signed on October 31st, 2007 for a of services Nature and purpose definitive amount of 1,182 thousand euros. On August 28th, 2007, Axeria Vie granted a 30 million euro Nature and purpose loan to APRIL GROUP SA. This loan, taken out over a 10-year Person concerned A framework agreement governing relations between period, repayable at term, is subject to interest at 170 basis Bruno Rousset, Chairman and Chief Executive Officer of Université APRIL GROUP SA and TERRE D’ENTREPRISES was points over the 10-year CMS rate. APRIL GROUP SA has the APRIL GROUP SA and Director of APRIL GROUP DOMMAGES signed on June 18th, 2007. Under the terms of this agreement, option to pay it back at any time, without any penalty. This ENTREPRISES. APRIL GROUP SA delegates the following missions to TERRE operation was authorized by the Board of Directors on D’ENTREPRISES: August 28th, 2007. Disposal of Mutant Assurances securities Administrative management of the University and training programs; Terms Nature and purpose Support for the development of training materials; In 2007, the amount of charges paid by APRIL GROUP SA As authorized by Directors during the Board meeting on Coordination of certain training courses. relative to this loan totaled 633,863 euros. December 13th, 2007, APRIL GROUP SA sold off 100% of the This agreement was approved by the Supervisory Board on capital of Mutant Assurances to APRIL GROUP DOMMAGES March 1st, 2007. Person concerned PARTICULIERS on December 31st, 2007. Bruno Rousset, Chairman and Chief Executive Officer of Terms APRIL GROUP SA and Director of Axeria Vie. Terms In 2007, the amount recorded under expenses for this APRIL GROUP SA sold off the Mutant Assurances securities for agreement totaled 18,589 euros (gross). Debt write-off for APRIL GROUP DOMMAGES 19,700,000 euros. Further to this disposal, APRIL GROUP SA ENTREPRISES recorded 49,000 euros in non-recurring capital gains over Person concerned 2007. Xavier Coquard, Chairman and Supervisory Board member of Nature and purpose TERRE D’ENTREPRISES and Director of APRIL GROUP SA. On August 28th, 2007, the Board of Directors authorized Person concerned APRIL GROUP SA to sign a 1,182 thousand euro debt write- Bruno Rousset, Chairman and Chief Executive Officer of off agreement for APRIL GROUP DOMMAGES ENTREPRISES, APRIL GROUP SA and Director of Mutant Assurances. fully-owned by APRIL GROUP SA.

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Agreement to sponsor Solucia for its membership of Agreement to sponsor Axeria Vie for its membership of Agreements and commitments approved in previous the French Federation of Insurance Companies (FFSA) the French Federation of Insurance Companies (FFSA) years that continued to apply over the past financial year Nature and purpose Nature and purpose APRIL GROUP SA has sponsored Solucia in connection with APRIL GROUP SA has sponsored Axeria Vie in connection Furthermore, in accordance with the French commercial its membership of the FFSA. Through this sponsoring, APRIL with its membership of the FFSA. Through this sponsoring, code, we were informed that the following agreements and GROUP SA undertakes, in relation to the FFSA, to guarantee APRIL GROUP SA undertakes, in relation to the FFSA, to commitments, which were approved in previous financial all the financial obligations that could result from any guarantee all the financial obligations that could result years, continued to apply during the last financial year. professional undertakings entered into by Solucia, notably from any professional undertakings entered into by Axeria relative to its participation in claims settlement agreements, Vie, notably relative to its participation in claims settlement Agreement with EVOLEM for the provision of services and to immediately inform it of any transfer of Solucia’s agreements, and to immediately inform it of any transfer capital or control to other shareholders, to another company of Axeria Vie’s capital or control to other shareholders, to Nature and purpose that is not part of the Group or to any other group. another company that is not part of the Group or to any This concerns services provided by EVOLEM under a non- On April 26th, 2007, the Supervisory Board approved this other group. exclusive mandate (investment target identification and approach. On April 26th, 2007, the Supervisory Board approved this valuation, financial facility design). approach. Terms Terms This agreement did not have any impact on the accounts in Terms The amount booked as an expense for the year ended came 2007. This agreement did not have any impact on the accounts in to 143,520 euros (gross). 2007. People concerned Sub-lease to EVOLEM Dominique Chalopin, Director of Solucia and Chairman of the People concerned Executive Board of APRIL GROUP SA. Dominique Chalopin, Daniel Collignon and Bruno Rousset, Nature and purpose Directors of Axeria Vie and respectively Chairman of the 110 square meters of floor space was made available to Executive Board, Executive Board member and Chairman of EVOLEM under a sub-leasing agreement dated October 31st, the Supervisory Board of APRIL GROUP SA. 2001 and entering into effect on November 1st, 2001, for a reviewable annual rent of 18,662 euros (net of tax).

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The floor space was extended first in 2005 then in 2007, Terms and now covers 258 square meters. The rent was revised The current account write-off recorded in the accounts for according to the cost billed by the property owner. 3,450,000 euros in 2005 was not subject to the application of the better fortune clause in 2007. Terms Under this agreement, a total of 84,994 euros (gross) was Villeurbanne, March 3rd, 2008 billed, including rental expenses. The Statutory Auditors Securities and pledges Mazars Deloitte & Associés Nature and purpose Max Dumoulin Olivier Rosier On August 28th, 2007, the Board of Directors renewed the Jean-Claude Lemaire authorization granted on September 7th, 2006 for APRIL GROUP to guarantee all the commitments of its subsidiaries for a one-year period and up to 5,000,000 euros.

Terms To date, APRIL GROUP SA has not been called on in relation to this commitment.

Current account write-off with APRIL Solutions

Nature and purpose The Supervisory Board authorized the Executive Board to write off the current accounts that APRIL GROUP SA held in the accounts of its subsidiary APRIL Solutions for up to 5,000,000 euros. This write-off is subject to a better fortune clause.

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6.0

C

, 2008 ombined General Shareholders’ Meeting on April 24th

6.0 Combined General Shareholders’ Meeting on April 24th, 2008

1. Agenda the incorporation of reserves, premiums and profits; Delegation of powers for the Board of Directors to increase For the Ordinary General Meeting the capital through the issue, with preferential subscription rights waived, of ordinary shares and/or marketable Board of Directors’ management report on the year ended securities entitling holders to access the capital; December 31st, 2007, including the Group’s management Authorization to increase the amount of issues in the event report and the Chairman of the Board of Directors’ report; of excess demand; Approval of the annual financial statements, of the Delegation of powers for the Board of Directors to increase consolidated financial statements, and of the agreements the capital, for up to 10%, in return for any contributions in covered under Articles L.225-86 et seq of the French kind comprising capital securities or marketable securities Commercial Code, entitling holders to access the capital; Allocation of earnings, Delegation of powers for the Board of Directors to Reappointment of the incumbent statutory auditors; increase the share capital through share issues reserved Reappointment of a deputy statutory auditor; for members of a company savings scheme created in Appointment of a deputy statutory auditor; accordance with Articles L. 443-1 et seq of the French Authorization for the Board of Directors to buy back labor code; the company’s own shares as provided for under Article Delegation of powers for the Board of Directors to cancel L.225-209 of the French commercial code; shares bought back by the company as provided for under Setting of the amount of directors’ fees. Article L. 225-209 of the French commercial code; Authorization for the Board of Directors to award stock For the Extraordinary General Meeting options and/or warrants to employees and/or certain corporate officers; Delegation of powers for the Board of Directors to increase Authorization for the Board of Directors to freely award the capital through the issue of ordinary shares and/or shares to employees (and/or certain corporate officers); marketable securities entitling holders to access the capital Powers for formalities with preferential subscription rights maintained or through

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2. Resolutions Third resolution - Agreements under Articles L.225-38 The General Meeting acknowledges that the dividend per et seq of the French commercial code share is set at 0.44 euros, with the total amount paid out in Submitted for approval at the ordinary general this way eligible for the 40% rebate applicable under Article meeting Ruling on the special report presented to it on the 158-3-2 of the general French tax code. agreements covered under Articles L. 225-38 et seq of the First resolution - Approval of the statutory financial French commercial code, the General Meeting approves the This dividend will be paid out on Friday May 5th, 2008 statements agreements mentioned therein. If the company were to hold any of its own shares as on The General Meeting, having taken note of the Board of Fourth resolution - Appropriation of income the date that these dividends were paid out, the sums Directors’ report, the Chairman of the Board of Directors’ corresponding to dividends not paid out on account of such report and the Statutory Auditors’ reports on the accounts The General Meeting, as recommended by the Board of shares would be allocated to retained earnings. for the year ended December 31st, 2006, hereby approves Directors, decides to allocate income as follows: the annual financial statements as presented, as well as In accordance with the provisions of Article 243 ii of the the operations reflected in the said financial statements or Source General French Tax Code, the Meeting acknowledges that summarized in these reports, with 104,657,613.89 euros in Profit for the year: 104,657,613.89 euros it has been reminded of the dividends paid out over the profit. Previous retained earnings: 0 euros previous three years: Deduction against reserves (other reserves): 0 euros The General Meeting also hereby approves the total amount of expenses and charges of 13,813 euros, covered under Allocation Section 4 of Article 39 of the general French tax code, as well Legal reserve: 3,147.36 euros as the corresponding tax. Dividends: 17,956,678.08 euros Other reserves: 86,697,788.45 euros Second resolution - Approval of the consolidated Retained earnings: 0 euros financial statements Income eligible for the rebate Income not eligible for the The General Meeting, having taken note of the special YEAR Dividends Other income paid out rebate Statutory Auditors’ report and the Board of Directors’ report on the consolidated financial statements at December 31st, 2004 8,895,856.86 euros _ _ 2007 approves these financial statements as presented, with 2005 13,395,354.39 euros _ _ 72,110,861 euros in profit (Group share). 2006 16,292,779.20 euros _ _

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Fifth resolution - Reappointment of an incumbent Eight resolution - Appointment of a deputy statutory Keeping the shares purchased and issuing them again statutory auditor auditor subsequently in exchange or as payment for external growth operations, it being understood that shares As recommended by the Board of Directors, the General As recommended by the Board of Directors, the General acquired in this respect may not exceed 5% of the share Meeting reappoints MAZARS as an incumbent statutory Meeting appoints Mr. Michel Barbet-Massin as a deputy capital; auditor for a six-year period ending further to the Ordinary statutory auditor for a six-year period ending further to Hedging stock-option schemes and other forms of allocating Annual General Meeting convened in 2014 to approve the the Ordinary Annual General Meeting convened in 2014 shares to the Group’s employees and/or corporate officers financial statements for the year ending December 31st, to approve the financial statements for the year ending as provided for under French law, notably in connection 2013. December 31st, 2013. with company profit-sharing systems, a company savings scheme or the free allocation of shares; Sixth resolution - Reappointment of an incumbent Ninth resolution - Share buyback program Hedging any marketable securities entitling holders to the statutory auditor allocation of shares in the company within the framework Having taken note of the Board of Directors’ report, the of the regulations in force; As recommended by the Board of Directors, the General General Meeting authorizes the Board of Directors, for an Canceling any shares acquired as relevant, in accordance Meeting reappoints DELOITTE & ASSOCIÉS as an incumbent 18-month period, in accordance with Articles L. 225-209 with the authorization to be given by this General statutory auditor for a six-year period ending further to et seq of the French commercial code, to conduct one or Shareholders’ Meeting in its 16th extraordinary resolution. the Ordinary Annual General Meeting convened in 2014 more transactions at the times that it deems necessary to to approve the financial statements for the year ending purchase company shares up to a maximum of 5% of the Such transactions to purchase shares may be carried out by December 31st, 2013. share capital, adjusted as relevant in order to factor in any any means, including the acquisition of blocks of securities, capital increase or reduction operations that may be carried and at the times deemed necessary by the Board of Seventh resolution - Reappointment of a deputy out during the course of the program. Directors. The company reserves the right to use derivatives statutory auditor This authorization terminates the authorization granted to in accordance with the regulations in force. the Board of Directors at the Ordinary General Meeting on As recommended by the Board of Directors, the General April 26th, 2007. The maximum purchase price is set at 80 euros per share. Meeting reappoints BEAS as a deputy statutory auditor for In the case of an operation on the share capital, notably a six-year period ending further to the Ordinary Annual Acquisitions may be made with a view to: a stock split or consolidation or the free allocation of General Meeting convened in 2014 to approve the financial Coordinating the secondary market or liquidity of the APRIL shares, the aforementioned amount will be adjusted in statements for the year ending December 31st, 2013. GROUP share through an investment service provider based the same proportions (investment multiplier equal to the on a liquidity agreement in line with the AFEI compliance ratio between the number of shares making up the capital charter approved by the AMF; before the transaction and the number of shares after the transaction).

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The maximum amount of the operation is therefore set at a) Through the issue, either in euros or in foreign currencies 4. In the event of the Board of Directors using this delegation 163,242,480 euros. The General Meeting gives full powers or in any other monetary units determined with reference of power in connection with the issues set out in 1. a) to the Board of Directors to perform such operations, define to a selection of currencies, of ordinary shares and/or above: the corresponding terms and conditions, enter into any marketable securities entitling holders immediately or in the a) Decides that such issues shall be reserved in priority for agreements required and perform all formalities. future, at any time or on a fixed date, to ordinary shares shareholders that will be able to subscribe on an irreducible in the company or, in accordance with Article L. 228-93 of basis, Tenth resolution - Setting the amount of directors’ the French commercial code, any company that directly or b) Decides that if subscriptions on an irreducible basis and, as fees awarded to the Board of Directors indirectly owns more than half of its capital or in which it relevant, subject to allocation have not accounted for the directly or indirectly owns more than half of the capital, entire issue, the Board of Directors may use the options After reviewing the Board of Directors’ report and in light whether through subscription, conversion, exchange, provided for under French law and more specifically offer all of the change of the company’s means of administration, redemption, presentation of a warrant or in any other way, or part of any securities not subscribed for to the public, the General Meeting sets the total amount of directors’ fees b) And/or through the incorporation of premiums, reserves, c) With regard to any incorporation of premiums, reserves, awarded to former members of the Supervisory Board and profits or other elements into the capital based onan profits or other elements into the capital, decides, as the new members of the Board of Directors at 80,000 euros allocation of bonus shares or an increase in the par value of relevant, that any entitlements forming fractions of shares for the year ended December 31st, 2007. existing shares; will not be eligible for trading with the corresponding 2. Sets the validity of the present authorization for a period shares to be sold; sums from such sales will be allocated to Submitted for approval at the Extraordinary of 26 months as of the date of this Meeting; the holders of the rights within the timeframe set by the General Meeting 3. Decides to cap the amounts of any issues that may be legal provisions in force; carried out by the Board of Directors under this delegation 5. Decides that the Board of Directors, within the limits set out Eleventh resolution - Delegation of powers for the Board of authority as follows: above, shall have the powers required to notably set the of Directors to increase the capital through the issue - The total nominal amount of shares that may be issued conditions for the issues, acknowledge the performance of ordinary shares or marketable securities entitling under this delegation may not exceed 10,000,000 euros, of any resulting capital increases, amend the bylaws holders to access the capital reserved for shareholders - The cap defined in this way includes the total nominal accordingly, book, on its initiative alone, the costs for and/or through the incorporation of reserves, profits or value of any additional shares to be issued in order to capital increases against the amount of the corresponding premiums safeguard the rights of holders of marketable securities premiums, and deduct the sums required to take the entitling them to access the capital, as provided for under legal reserve up to one tenth of the new capital after The General Meeting, having taken note of the Board French law, each increase against this amount, and more generally do of Directors’ report and the special Statutory Auditors’ - The total nominal amount of any shares issued directly whatever is necessary in this respect; report, and in accordance with the provisions of the French or indirectly under the following resolution will also be 6. Acknowledges that this delegation cancels and replaces commercial code and more specifically Article L. 225-129-2: added to this cap, any previous delegation with the same purpose. 1. Delegates its powers to the Board of Directors in order to - The nominal amount of marketable securities increase the capital on one or more occasions and in the representative of company debt that may be issued may proportions and at the times that it deems necessary: not exceed 150,000,000 euros;

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Twelth resolution - Delegation of powers for the Board 2. Sets the validity of the present authorization for a period ratio and, as relevant, the amount of the cash balance to of Directors to increase the capital through the issue of 26 months as of the date of this Meeting; be paid, and determine the conditions for the issue; of ordinary shares or marketable securities entitling 3. Decides to cap the amounts of any issues that may be 7. Decides that the Board of Directors shall have, within holders to access the capital, with preferential carried out by the Board of Directors under this delegation the limits set out above, the powers required to set the subscription rights waived of authority as follows: conditions for the issues, acknowledge the performance - The total nominal amount of ordinary shares that of any resulting capital increases, amend the bylaws The General Meeting, having taken note of the Board may be issued under this delegation may not exceed accordingly, book, on its initiative alone, the costs for of Directors’ report and the special Statutory Auditors’ 10,000,000 euros, capital increases against the amount of the corresponding report, and in accordance with the provisions of the French - The total nominal amount of any shares issued under the premiums, and deduct the sums required to take the commercial code and more specifically Article L. 225-129-2: previous resolution will also be added to this cap, legal reserve up to one tenth of the new capital after - The nominal amount of marketable securities each increase against this amount, and more generally do 1. Authorizes the Board of Directors to increase the capital, representative of company debt that may be issued may whatever is necessary in this respect; on one or more occasions, in France and/or abroad, in not exceed 150,000,000 euros; 8. Acknowledges that this delegation cancels and replaces the proportions and at the times that it deems relevant, 4. Decides to waive preferential subscription rights for any previous delegation with the same purpose. through a public offering based on an issue, either in euros shareholders relative to the securities covered by this or in foreign currencies or in any other monetary units resolution, although leaving the possibility for the Board of Thirteenth resolution - Authorization to increase the determined with reference to a selection of currencies, Directors to grant shareholders a priority right as provided amount of issues in the event of excess demand of ordinary shares and/or marketable securities entitling for under French law; holders immediately or in the future, at any time or 5. Decides that the sum due to the company for each one For each one of the issues decided on in accordance with on a fixed date, to ordinary company shares through of the ordinary shares issued in connection with this the 11th and 12th resolutions, the number of securities to be the subscription, conversion, exchange, redemption, delegation of authority, after taking into account, in issued may be increased by 15% under the conditions set presentation of a warrant or in any other way, it being the event of the issue of stock warrants, the issue price out in Article L. 225-135-1 of the French commercial code understood that such securities may be issued as payment for such warrants, will at least be equal to the minimum and within the limits of the caps set by the Meeting, when for securities that could be transferred to the company required by the legal and regulatory provisions in force the Board of Directors acknowledges any excess demand. in connection with a public exchange offer on securities at the time when the Board of Directors implements the that fulfill the conditions set out under Article L. 225-148 delegation; of the French commercial code; in accordance with Article 6. Decides that, in the event of the issue of securities L. 228-93 of the French commercial code, the marketable intended as payment for securities put forward in securities to be issued may entitle holders to access connection with a public exchange offer, the Board of ordinary shares in any company that directly or indirectly Directors shall have, within the limits set out above, the owns more than half of its capital or in which it directly or powers required to set the list of securities put forward indirectly owns more than half of the capital. for the bid, set the conditions for the issue, the exchange

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Fourteenth resolution - Authorization for the Board of Fifteenth resolution - Authorization to carry out a 6. Grants full powers to the Board of Directors to use Directors to increase the share capital by up to 10% in capital increase reserved for members of the company this authorization, take any measures and perform all return for contributions in kind savings scheme formalities required.

The General Meeting, having taken note of the Board The General Meeting, having taken note of the Board Sixteenth resolution - Authorization to reduce the of Directors’ report and in accordance with Article of Directors’ report and the special Statutory Auditors’ capital in connection with a share buyback program L. 225-147 of the French commercial code: report, ruling in accordance with Articles L. 225-129-6 and 1. Authorizes the Board of Directors, based on the report L. 225-138-1 of the French commercial code and L. 443-5 of The General Meeting, having taken note of the Board of drawn up by the contributions auditor (commissaire aux the French labor code: Directors’ report and the Statutory Auditors’ report: apports), to increase the capital with a view to paying 1. Authorizes the Board of Directors, if it deems it relevant, 1. Authorizes the Board of Directors to cancel, on its decisions for any contributions in kind made to the company and on its decisions alone, to increase the share capital on alone and in one or more transactions for up to 10% of the comprising capital securities or marketable securities one or more occasions through the issue of ordinary capital calculated on the day of the cancellation decision, entitling holders to access the capital when the provisions cash shares and, as relevant, through the free allocation after deducting any shares cancelled over the previous 24 of Article L. 225-148 of the French commercial code do of ordinary shares or other securities entitling holders months, the shares that the company holds or may hold not apply; to access the capital, reserved for the employees (and further to buyback operations carried out in connection 2. Sets the validity of the present authorization for a period managers) of the company (and companies linked to it as with Article L. 225-209 of the French commercial code and of 26 months as of the date of this Meeting; per Article L. 225-180 of the French commercial code) who to reduce the share capital accordingly in line with the 3. Decides that the total nominal amount of ordinary shares are members of a company savings scheme; legal and regulatory provisions in force; that may be issued under this delegation may not exceed 2. Waives the preferential subscription right for such 2. Sets the validity of the present authorization for a period 10% of the share capital. This cap is independent from all people relative to shares that may be issued under this of 24 months as of the date of this Meeting, i.e. through of the caps provided for under the other resolutions for authorization; to April 23rd, 2010; this General Meeting. 3. Sets the validity of the present authorization for a period 3. Gives full powers to the Board of Directors to carry out 4. Delegates full powers to the Board of Directors to approve of 26 months as of the date of this Meeting; the transactions required for such cancellations and the valuation of any contributions, decide on the resulting 4. Caps the maximum nominal amount of increases that may the corresponding share capital reductions, amend capital increase and acknowledge its performance, book, be carried out under this authorization at 500,000 euros; the company’s bylaws accordingly and perform all the as relevant, all of the costs and duties incurred by the 5. Decides that the price of shares to be issued under Section 1. formalities required. capital increase against the contribution premium, deduct of this authorization may not be more than 20% lower (or the sums required to take the legal reserve up to one 30% lower when the scheme’s planned lock-in period as per tenth of the new capital after each increase against the Article L. 443-6 is greater than or equal to 10 years) than the contribution premium, amend the bylaws accordingly, and average opening price for the share during the 20 trading do whatever is necessary in this respect. sessions prior to the Board of Directors’ decision relative to the capital increase and the issue of the corresponding shares, and may not be any higher than this average;

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Seventeenth resolution - Authorization for the Board 5. Decides that the share subscription and/or purchase 9. Delegates full powers to the Board of Directors to set of Directors to award stock options and/or warrants to price for beneficiaries will be set the day on which the the other terms and conditions for the allocation and employees and/or certain corporate officers options are awarded by the Board of Directors and will exercising of options, and more specifically: correspond to 100% of the average listed share price over - Setting the conditions under which options will be The General Meeting, having taken note of the Board of the 20 trading days prior to the day on which the option awarded and determining the list or categories of Directors’ report and the special Statutory Auditors’ report: is awarded. The Board of Directors will be able to offer beneficiaries as provided for above; as relevant, setting 1. Authorizes the Board of Directors, in accordance with a discount of up to 5% on the subscription or purchase the seniority conditions required for such beneficiaries; the provisions of Articles L. 225-177 to L. 225-185 of the price; setting the conditions under which the price and number French commercial code, to grant the abovementioned 6. Decides that no options may be awarded: of shares will need to be adjusted, notably as provided beneficiaries, on one or more occasions, options entitling - 10 trading days before and after the date on which the for under Articles R. 225-137 à R. 225-142 of the French holders to subscribe for new company shares to be issued consolidated financial statements are published, commercial code, relative to an increase in its capital or to purchase existing - Within the period between the date when the company’s - Setting the exercise periods for options granted in this company shares resulting from buybacks carried out by corporate bodies become aware of any information that, way, it being understood that the term of options may the company under the conditions provided for under if it was made public, could have a significant impact on not exceed a period of eight years as of their allocation French law; the price for the company’s securities, and 10 trading date, 2. Sets the validity of the present authorization for a period days after the date on which such information is made - Providing for the option to temporarily suspend the of 38 months as of the date of this Meeting; public, exercising of options for up to three months in the event 3. Decides that the beneficiaries for such options may only be: - Within 20 trading days of payment of a coupon on of financial transactions involving the exercising of any - On the one hand, employees, certain members of staff or the shares entitling holders to a dividend or a capital rights associated with the shares, certain categories of staff from APRIL GROUP and, as relevant, increase; - Performing or calling on third parties to perform all any companies or economic interest groups that are related 7. Decides that the shares subscribed for or acquired in formalities and do whatever is necessary to make the to it as per Article L. 225-180 of the French commercial code, connection with the previous provisions must be held on a capital increases that may be carried out as authorized - On the other hand, corporate officers fulfilling the registered basis and will be entitled to dividends as of the first under this resolution definitive; amending the bylaws conditions set out under Article L.225-185 of the French day of the financial year during which options are exercised. accordingly and generally doing whatever is necessary, commercial code; For the financial year started on this date and for subsequent - On its decisions alone, and if it deems it relevant, booking 4. The total number of options that may be awarded by the financial years, they will be entitled to the same dividend as the costs for share capital increases against the amount Board of Directors under this delegation may not entitle for other shares entitled to dividends in the same way; of premiums relating to such increases and deducting the holders to subscribe for or purchase a number of shares 8. Acknowledges that under this authorization, beneficiaries sums required to take the legal reserve up to one tenth of exceeding 5% of the existing share capital on the day of of stock warrants expressly waive their preferential the new capital after each increase against this amount; the first allocation, in accordance with the legal limits in subscription right for shares that will be issued as options force and more specifically the limits set out in Articles are exercised; L. 225-182 and R. 225-143 of the French commercial code;

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Eighteenth resolution - Authorization for the Board However, such beneficiaries are not subject to the - Take all useful measures to ensure compliance with the of Directors to freely allocate shares to members abovementioned holding requirement, unless indicated holding requirement for beneficiaries, of staff otherwise by any tax provisions. - And, generally do whatever is necessary in connection On an exceptional basis, the allocation will become definitive with the implementation of this authorization in The General Meeting, having taken note of the Board of before the end of the vesting period in the event of the accordance with the legislation in force. Directors’ report and the special Statutory Auditors’ report, beneficiary’s disability in accordance with the second or third authorizes the Board of Directors to allocate ordinary categories set out in Article L. 341-4 of the French social Under this authorization, shareholders expressly waive their company shares, existing or to be issued, on one or more security code. preferential subscription right to any new shares issued occasions, in accordance with Articles L. 225-197-1 and through the incorporation of reserves, premiums and profits. L. 225-197-2 of the French commercial code, to: Full powers are granted to the Board of Directors to: Salaried members of staff from the company or companies Set the conditions and, as relevant, the criteria for awarding It is given for a period of 38 months as of the date of this that are linked directly or indirectly to it as per Article shares; Meeting. L 225-197-2 of the French commercial code; determine the identity of beneficiaries and the number of And/or corporate officers fulfilling the conditions set out shares awarded to each one of them; under Article L. 225-197-1 of the French commercial code. determine the impacts on beneficiaries’ rights of operations Nineteenth resolution - Formalities modifying the capital or likely to influence the value of The total number of shares freely allocated in this way may shares awarded and carried out during the vesting and The General Meeting grants full powers to the bearer of a not exceed 5% of the share capital on the date of the Board holding periods, and, as a result and if necessary, modify copy of or extract from the minutes for the present meeting of Directors’ decision for their allocation. or adjust the number of shares awarded to safeguard the to perform all the filings and formalities required under rights of beneficiaries; French law. Shares will be definitively awarded to beneficiaries at the end As relevant: of a vesting period: - Acknowledge the existence of sufficient reserves and, Of at least two years for beneficiaries who are French tax at the time of each allocation, transfer the sums to a residents on the allocation date. Such beneficiaries will blocked reserve account as required for freeing up the also be required to retain the shares awarded to them for new shares to be awarded, a minimum period of two years. The Board is entitled to - When necessary, decide on the capital increase(s) through increase the length of both of these periods; the incorporation of reserves, premiums or profits, in Of at least four years for beneficiaries who are non-French conjunction with the issue of new shares awarded freely, tax residents on the allocation date, for which the cause with the amount of such capital increases booked against of taxation coincides with the end of the vesting period, the total amount authorized under the 11th resolution, with the Board of Directors able to increase the length of - Acquire the shares required in connection with the share this period. buyback program and allocate them to the allocation scheme,

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7.0 I

7.0 Index of headings

For the convenience of readers of this reference document, the following index has been provided to facilitate the identification of the main disclosures required by Commission Regulation (EC) 809/2004 of April 29th, 2004, implementing the European Parliament and Council Directive 2003/71/EC.

REFERENCE DOCUMENT INFORMATIONS § Pages

1. Persons responsible Person responsible for the information 1.4 5 Corresponding statement 1.2 4 2. Statutory auditors 1.3 5 3. Selected financial information 4 32 Key consolidated figures 3.1.3 18 4. Risk factors 3.6 25 to 31 5. Information on the issuer Company history and development 3.1.1 15 to 16 Investments 3.4.1 22 to 25 6. Overview of activities Main activities and main market 3.1.2 17 to 18 7. Structure 3.4 21 8. Real estate, plant and equipment Major existing or planned tangible fixed assets N/A N/A Environmental impact of the use of such fixed assets

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REFERENCE DOCUMENT INFORMATIONS § Pages 9. Review of the financial position and consolidated earnings Consolidated balance sheet 94 to 95 Financial position Table presenting changes 97 Consolidated income statement 93 Operating income Management report 50 to 52 3.1.4 19 Sector information Notes to the consolidated financial 117 statement 10. Cash flow and capital Capital Table presenting changes 97 Table of changes Financial liabilities 135 Note 6.12 Cash-flow – statement and references 96 11. R&D, Patents and licences 3.2 19 12. Trends 2 to the management report 52 13. Forecasts and earnings estimates N/A N/A 14. Administrative, management, supervisory and executive bodies Information on members of the company’s administrative and management bodies 5.1 34 Conflicts of interest relative to administrative, management, supervisory and executive bodies 5.1.3 36 15. Compensation and benefits 11 to the management report 62 to 63 Chairman of the Supervisory 16. Administrative and management body operation 80 Board’s report 17. Employees 7 to the management report 53 to 55 18. Main shareholders 2.3 13 19. Operation with affiliated parties Notes to the consolidated financial statements Note 8 137 Special Statutory auditor’s report on regulated agreements 166 to 169 20. Financial information concerning the company’s assets, liabilities, financial position and earnings

Historical financial information Table of contents - footnote 2

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REFERENCE DOCUMENT INFORMATIONS § Pages Pro forma financials N/A N/A Financial statements - statutory financial statements Part IV 151 Verification of annual historical financial information Table of contents - footnote 2 Dates of last financial information available Table of contents - footnote 2 Interim and other financial information N/A N/A Dividend payments and policies 2.5 14 Arbitrage and legal proceedings 3.6.3 30 Significant changes in the financial position or commercial situation 4.1 32 21. Additional information Share captial 2.2 10 Note 7 161 Notes to the statutory financial statements Part IV 155 Certificates of incorporation and bylaws 2.1 6 22. Significant contracts N/A N/A 23. Information from third parties, statements by experts and declarations of interests N/A N/A 24. Publics documents 1.5 5 Issuer site : http://www.aprilgroup.com/ AMF site : http://www.amf-france.org/ 25. Information on equity interests Basis for consolidation 108 to 113 Equity interest (notes to the statutory financial statements) Note 3 159 Description of key investments 3.4.1 22

180 Return to the contents section WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce Photo Credits: Collectif Item, Gil Lebois, Philippe Castano, Dortmann, Getty Images – Design and creation A French limited company (société anonyme) withaBoard of Directors andcapitalof €16,324,252.80 –377994553RCS Lyon An insurance intermediary –registered withORIASunderno.07019355(www.orias.fr) 69487 Lyon cedex 03France –www.aprilgroup.com Head office, 83-85boulevard VivierMerle Marius

WorldReginfo - 96cdd1b6-8edd-4a6d-b9d6-e2d64bce6bce