ANNUAL FINANCIAL REPORT / APRIL Registration Document / Year 2013 REGISTRATION DOCUMENT REGISTRATION financial annual Report 2013 ANNUAL FINANCIAL REPORT 2013 REGISTRATION DOCUMENT Pursuant to Article 212-13 of the general regulations of the French securities regulator (Autorité des Marchés Financiers, AMF), the present annual financial report was filed (in French) with the AMF as a registration document on March 31st, 2014. 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. This document has been drawn up by the issuer and is the responsibility of its signatory. Financial information manager: Marc Le Doze Chief Financial Officer APRIL, Tel. +33 (0)4 72 36 18 85 CONTENTS PART 1 PART 4 MAIN DOCUMENT STATUTORY FINANCIAL STATEMENTS 06 Responsibility for this financial report and audits 168 APRIL statutory financial statements and notes at 08 General information on the company and its share capital December 31st, 2013 16 Information on the company’s activities 200 Statutory Auditors’ general report on the annual financial statements 33 Net worth – Financial position – Earnings 201 Special Statutory Auditors’ report on regulated agreements 38 Corporate Governance and commitments 46 Recent developments and outlook 203 General Shareholders’ Meeting Resolutions PART 2 PART 5 MANAGEMENT REPORT APPENDIX 48 Management report 216 Description of the share buyback program 80 Five-year financial summary 217 Index of headings 81 Chairman of the Board of Directors’ report 95 Statutory Auditors’ report on the report of the Chairman of the Board of Directors PART 3 CONSOLIDATED FINANCIAL STATEMENTS 102 APRIL consolidated financial statements and notes at December 31st, 2013 164 Statutory Auditors’ report on the consolidated financial statements Pursuant to Article 28 of European regulation 809/2004, the following ended December 31st, 2012, as presented in the financial report filed with the information is included for reference in the present financial report: AMF on March 18th, 2013 under number D.13-0173. The management report, the consolidated financial statements and the The information included in these two financial reports other than the Statutory Auditors’ report on the consolidated financial statements for the year abovementioned information has, as relevant, been replaced and/or updated ended December 31st, 2011, as presented in the financial report filed with the by the information included in the present financial report. AMF on March 20th, 2012 under number D.11-0178 The management report, the consolidated financial statements and the These documents may be downloaded from the AMF internet site at Statutory Auditors’ report on the consolidated financial statements for the year www.amf-france.org 4 ANNUAL FINANCIAL REPORT PART 1 MAIN DOCUMENT RAPPORT FINANCIER ANNUEL 5 PARTMAIN DOCUMENT 1.1 RESPONSIBILITY FOR THIS FINANCIAL REPORT AND AUDITS 1.1.1 — Responsibility for the The consolidated and statutory financial statements at financial report December 31st 2013 presented in this financial report have been covered by reports drawn up by the Statutory Mr Bruno Rousset, Chairman and Chief Executive Auditors, as presented on pages 164 and 200. Officer of APRIL. The consolidated financial statements at December 31st 2011 and December 31st 2012 presented respectively 1.1.2 — Statement of responsibility for in the 2011 and 2012 financial reports have been covered by reports drawn up by the Statutory Auditors, the financial report as presented on pages 164-165 of the said documents, which contain an observation. I certify that, having taken all reasonable measures to this effect, the information contained in the present financial The Chairman and Chief Executive Officer, report is, to the best of my knowledge, fair and accurate Bruno Rousset. in all material respects and free from any omissions that could alter its substance. Lyon, March 31st, 2014 To the best of my knowledge, the financial statements have been drawn up in accordance with the accounting standards applicable and faithfully reflect the assets, liabilities, financial position and earnings of the company and all of the consolidated companies and the management report, as presented page 53 of this present document, faithfully reflects the evolution of the 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. 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 financial report and that they have reviewed the entire document. 6 ANNUAL FINANCIAL REPORT 1.1.3 — Responsibility for audits of 1.1.4 — Disclosure policy the financial statements People responsible for financial information: Incumbent Statutory Auditors: Marc Le Doze Cabinet Mazars – Le Premium Chief Financial Officer, APRIL – Tel. +33 (0)4 72 36 18 85 131 boulevard de Stalingrad – 69624 Villeurbanne Cedex – France Represented by Emmanuel Charnavel Appointed at the Combined General Meeting on 1.1.5 — Documents available to the April 24th, 2008. public First appointed at the Ordinary General Meeting on April 16th, 1996. For the term of the present financial report, the bylaws, Term-of-office ending at the Ordinary General Meeting Statutory Auditors’ reports and financial statements for convened to approve the financial statements for the the last three years, as well as all other reports, letters year ending December 31st, 2013. and other documents and historical financial information Part of Compagnie Régionale des Commissaires aux on the company and its subsidiaries over the last three comptes, Lyon. financial years, valuations and reports drawn up by an auditor, when required under French law, and any other Cabinet Deloitte & Associés legally required documents may be consulted at the 81 boulevard de Stalingrad – 69100 Villeurbanne – France company’s corporate office. Represented by Dominique Valette Appointed at the Combined General Meeting on In general, in accordance with Article 221-3 of the April 24th, 2008. AMF’s general regulations, the regulated information as First appointed at the Ordinary General Meeting on defined by Article 221-1 of the AMF’s general regulations April 27th, 2006. is available on the company website: www.april.com Term-of-office ending at the Ordinary General Meeting (finance section). convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles. Deputy Statutory Auditors: Michel Barbet-Massin – 61, rue Henri Regnault 92931 Paris La Défense Cedex – France Appointed at the Combined General Meeting on April 24th, 2008. Term-of-office ending at the Ordinary General Meeting convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles. Le cabinet Beas - 7/9 Villa Houssay 92200 Neuilly-sur-Seine – France Appointed at the Combined General Meeting on April 24th, 2008. Term-of-office ending at the Ordinary General Meeting convened to approve the financial statements for the year ending December 31st, 2013. Part of Compagnie Régionale des Commissaires aux Comptes, Versailles. ANNUAL FINANCIAL REPORT 7 PARTMAIN DOCUMENT 1.2 GENERAL INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL 1.2.1 — General information on the – Any and all audits of insurance or risks, support for company networks of professional insurance correspondents; policy management; 1.2.1.1 — Corporate name and head office – Assistance, advice, training and communication; Corporate name: APRIL. Head office: – Directly or indirectly, on its own behalf or on behalf of 114 boulevard Marius Vivier Merle – 69003 LYON FRANCE third parties, either alone or with third parties, through Tel. +33 (0)4 72 36 73 73. the creation of new companies, asset contributions, partnerships, subscriptions, purchases of shares or 1.2.1.2 — Legal form rights, mergers, alliances, joint ownerships or taking or placing under lease or management any property or French limited company (société anonyme) with a Board rights, or otherwise; of Directors governed by Articles L.225-17 to L.225-56 of the French commercial code, in accordance with the – And generally, any and all financial, commercial, legal structure adopted at the Extraordinary General industrial, civil, real or transferable property operations Meeting on August 28th, 2007. directly or indirectly related to one of these specified purposes or to any corporate asset. 1.2.1.3 — Applicable legislation 1.2.1.6 — Trade and company register APRIL is a company operating under French law, subject to the provisions of Book II (Livre II) of the French The company is registered in the Lyon trade and Commercial Code governing commercial companies. company register under number 377 994 553. Its APE code is 7010Z. 1.2.1.4 — Date of registration and duration of the company 1.2.1.7 — Fiscal year The company was registered on August 26th, 1994 for a The fiscal year lasts 12 months and runs from January 1st period of 99 years, ending August 25th, 2093, except in to December 31st. the event of early dissolution or extension. 1.2.1.8 — Form of shares 1.2.1.5 — Corporate Purpose Fully paid-up shares may be held as registered or bearer According to Article 3 of the company bylaws, in France shares, as requested by the shareholder. They give rise and abroad, the company’s purpose is the following: to account registration under the terms, conditions and procedures provided for under French law. – Acquisition of interests and holdings by any and all means, contributions of assets, subscriptions, purchases 1.2.1.9 — General Meetings of equities, bonds and any and all corporate rights in companies, businesses, or commercial undertakings; Under Article 19 of the bylaws, General Meetings are convened as provided for under French law. – Studies of transferable, real, industrial or commercial property; In accordance with the provisions of Article R.