REGISTRATION DOCUMENT including the Annual Financial Report 2012 PRESENTATION OF CNP ASSURANCES 3 1.1. Profi le 4 Contents 1 1.2. Providing insurance for over 150 years 5 1.3. Presentation of businesses and strategy 6 1.4. Corporate governance 10 1.5. Financial and socially responsible investment information 11 CORPORATE GOVERNANCE AND INTERNAL CONTROL 15 2.1. Report of the Chairman of the Board of Directors of CNP Assurances 16 2 2.2. Governance structure 30 2.3. Composition of the Board of Directors 32 2.4. Remuneration of corporate offi cers of CNP Assurances 49 2.5. Statement on convictions, bankruptcies, confl icts of interest and other disclosures concerning corporate offi cers 59 2.6. Risk factors 60 2.7. Statutory Auditors’ Report on the report prepared by the Chairman of the Board of Directors 73 2.8. Statutory Auditors’ special report on related-party agreements and commitments 75 2012 BUSINESS AND FINANCIAL REVIEW 83 3.1. Signifi cant events of the year 2012 84 3 3.2. Market and business review 87 3.3. Financial review 92 3.4. Embedded Value Report 97 3.5. Labour, environmental and social information 109 3.6. Statement of completeness and limited assurance report by one of the Statutory Auditors on selected labour, environmental and social information 126 FINANCIAL STATEMENTS 129 4.1. 2012 Consolidated fi nancial statements 130 4 4.2. Statutory Auditors’ report on the consolidated fi nancial statements 226 4.3. Company fi nancial statements at 31 December 2012 228 4.4. Statutory Auditors’ report on the fi nancial statements 278 ADDITIONAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 281 5 5.1. Annual General Meeting of 25 April 2013 282 5.2. General information – company information 289 5.3. General information – information about the C ompany’s capital 295 5.4. Annual information document 309 5.5. Summary table of the authorisations granted by the Annual General Meeting to the Board of Directors of CNP Assurances 311 5.6. Transactions carried out in 2012 under the share buyback programme 312 5.7. Person responsible for the information and the audit of the accounts 314 5.8. Fees paid to the Statutory Auditors 316 Registration Document concordance table 317 Information relating to the management report of the Board of Directors of CNP Assurances 320 Annual Financial Report thematic cross-reference table 321 2012 REGISTRATION DOCUMENT The following information is incorporated in this Registration Document: • the Annual Financial Report that all listed companies are required to prepare and publish within four months of their fi nancial year-end, in accordance with Article L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and with A rticle L.222- 3 of the General Regulation of the French fi nancial markets authority (Autorité des Marchés Financiers – AMF); and • the annual management report of the CNP Assurances Board of Directors, to be presented to shareholders at the Annual General Meeting held to approve the fi nancial statements for each fi nancial year, in accordance with Articles L. 225-100 et seq. of the French Commercial Code (Code de commerce). The concordance table below provides cross references to the information provided in the two above-mentioned reports. This Registration Document was fi led with the AMF on 4 April 2013, in accordance with Articles 211- 1 to 211-42 of the General Regulations of the AMF. The Registration Document may not be used in connection with a fi nancial transaction unless it is accompanied by an Information Memorandum approved by the AMF. Translated and adapted from the French Document de Référence fi led with the AMF. The Document de Référence in French is available on request from the Company and can also be downloaded from the CNP Assurances website http://www.cnp.fr. Only the French language version is binding on the Company. I 2012 REGISTRATION DOCUMENT - CNP ASSURANCES I 1 2 I 2012 REGISTRATION DOCUMENT - CNP ASSURANCES I 1 PRESENTATION 1 OF CNP ASSURANCES 1.1. PROFILE 4 1.2. PROVIDING INSURANCE FOR OVER 150 YEARS 5 1.3. PRESENTATION OF BUSINESSES AND STRATEGY 6 Providing solutions across the needs spectrum 6 Strategy based on long-term partnerships 7 A responsible insurer 8 Sustainable development at the heart of the corporate strategy 9 1.4. CORPORATE GOVERNANCE 10 1.5. FINANCIAL AND SOCIALLY RESPONSIBLE INVESTMENT INFORMATION 11 Key corporate social responsibility fi gures 11 Key fi gures 11 I 2012 REGISTRATION DOCUMENT - CNP ASSURANCES I 3 1 PRESENTATION OF CNP ASSURANCES Profi le 1.1. PROFILE CNP Assurances designs and manages savings, pension, personal risk and term creditor products. Its mission is to provide customers with cradle-to-grave insurance protection against the risks of everyday life. ■ Founded over 150 years ago ■ An average of €292 billion in technical reserves in 2012 (excluding deferred compensation) ■ Present in Europe and Latin America, with strong business ■ (4) in Brazil 27 million policyholders of personal risk/protection (5) (4) ■ €951 million net profi t ( Group share) in 2012 products worldwide and 14 million under savings/ pension contracts ■ €26.5 billion in premium income in 2012 (IFRS) ■ Over 4,800 employees worldwide ■ No. 1 personal insurer in France (1) ■ No. 1 term creditor insurer in France (2) ■ No. 3 European life insurance provider(3) ■ No. 6 European insurance provider (3) (1) Source FFSA, 2011 data. (2) Source Xerfi , Le marché de l’assurance emprunteur, M arch 2012. (3) Premiums written in 2011 , L’Argus de l’Assurance, De cember 2012. (4) Estimates partly based on the number of contracts under management, rounded up. (5) Personal risk, health and term creditor insurance. 4 I 2012 REGISTRATION DOCUMENT - CNP ASSURANCES I PRESENTATION OF CNP ASSURANCES 1 Providing insurance for over 150 years 1.2. PROVIDING INSURANCE FOR OVER 150 YEARS 1 For more than 150 years, CNP Assurances has been dedicated to helping policyholders to protect their future and that of their families at a reasonable cost. Thanks to this longstanding experience, CNP Assurances The personal insurer’s business is to meet these needs by is ideally placed to track economic and social changes and leveraging several inter-locking competencies. By assessing offer appropriate solutions to customers. and pooling risks among groups of insured persons with As a general rule, as economies become more developed, similar characteristics and securing guarantees both people become more risk-averse, while longer life expectancy administratively and fi nancially, CNP Assurances attenuates leads to greater needs in retirement. There is only so much the fi nancial and day-to-day impact of adverse life events. that families can do to meet these needs and state pension In keeping with the strong public-service roots of its main schemes can provide only partial coverage. Insurance policies shareholders and distribution partners, CNP Assurances represent a complementary measure to enable policyholders fulfi ls its social responsibility as an insurer by establishing to secure their own future and that of their dependants. a relationship of trust with all stakeholders and helping to combat fi nancial and social exclusion. ■ KEY DATES IN THE HISTORY OF CNP ASSURANCES 1850 Creation within Caisse des Dépôts of Caisse Nationale de retraite pour la vieillesse (CNRV), France’s fi rst retirement fund. 1868 Creation of Caisse Nationale d’Assurances en cas d’Accident (CNAA), an accident insurance fund, and of Caisse Nationale d’Assurances en cas de Décès (CNAD), a death benefi t fund. 1959 Creation of Caisse Nationale de Prévoyance (CNP), a state institution combining the three above-mentioned funds within Caisse des Dépôts. 1960 Launch of the fi rst mutual fund-backed individual insurance policies with La Poste (the French Post Offi ce) and the French Treasury. 1988 Creation of Écureuil Vie with the Caisses d’Épargne savings banks. 1992 CNP becomes CNP Assurances, a société anonyme (public limited company) governed by the Insurance Code (Code des assurances). 1995 Creation of Compañia de Seguros de Vida in Argentina. 1998 Stock market fl otation. Signing of the CNP Assurances shareholders’ agreement. 1999 Assumption of control over Global SA and Global Vida SA in Portugal. 2001 Assumption of control over CAIXA Seguros in Brazil. Creation of Filassistance International in conjunction with Azur-GMF, dedicated to the provision of local services. 2003 Signing of a partnership agreement with Mutualité Française covering the period up to 2013. 2005 Establishment in Italy through the acquisition of a 57.5% stake in Fineco Vita, which became Capitalia Vita in 2006, then CNP UniCredit Vita in 2008. 2006 Extension of the shareholders’ agreement with La Poste, Groupe Caisse d’Epargne, Caisse des Dépôts and the French State until the end of 2015 . Establishment in Spain through the acquisition of a 94% stake in Skandia Vida, renamed CNP Vida. 2007 Purchase by CNP Assurances of the 49.9% stake in Écureuil Vie held by Groupe Caisse d’Epargne. 2008 Establishment in Cyprus and in Greece through the acquisition of a 50.1% stake in Marfi n Insurance Holdings. 2009 Signing in June of a long-term (25-year), exclusive partnership agreement with Barclays, which was strengthened by the creation in September of a joint venture called Barclays Vida y Pensiones Compania de Seguros (BVP) to distribute a full range of life insurance and pension products in Spain, Portugal and Italy. 2010 In June, CNP Assurances and mutual insurer Mutuelle Nationale Territoriale (MNT) agree to renew their partnership through to 31 December 2017. In August, CNP Assurances takes a controlling interest in MFPrévoyance SA and strengthens its ties with public sector mutual insurers. 2011 On 12 July 2011, a public consortium comprising CNP Assurances, CDC Infrastructure and Caisse des Dépôts laid the foundations for a long-term partnership with GDF SUEZ in natural gas transportation in France and the rest of Europe.