t 2012 r epo l r a u n n a e c n a e fr elles d tu u es m c n a r ssu a

Transcription

1 2012 annual report

2 Assurances Mutuelles de France Combined Ordinary and Extraordinary General Meeting, 6 June 2013 CONTENTS Board of Directors 2 Board of Directors Management Report 4 Statutory Auditors General Report 15 Resolutions 17 Balance Sheet as at 31 December Income Statement for the year ended 31 December Notes to the financial statements 23

3 02 Annual Report 2012 Board of Directors as at 31 December 2012 Thierry Derez, Chairman Alex Capelle, Director and Vice-Chairman Jean-Louis Wagner, Director and Vice-Chairman Xavier Dejaiffe, Director Christian Delahaigue, Director Alexis Lehmann, Director Jean-Marie Meckler, Director Marie-Hélène Roncoroni, Director Jean Soubielle, Director Valérie Denni, Director elected by employees Serge Dussaussois, Director elected by employees Diane HAMEN, Alternate director elected by employees GENERAL MANAGEMENT M. Jean Fleury, Chief Executive Officer STATUTORY AUDITORS Titulaires ERNST & YOUNG et Autres represented by Olivier DRION PricewaterhouseCoopers Audit represented by Gérard COURRÈGES and Michel LAFORCE ALTERNATES Éric Dupont PICARLE & Associés represented by Pierre PLANCHON AUDIT COMMITTEE Christian DELAHAIGUE, Chairman Jean-Marie MECKLER Jean-Louis WAGNER Ginette SAVOLDI, Alternate director elected by employees Louis Fraisse, Non-voting board member Rémy Vergès, General Agents representative

4 03 Board of Directors MANAGEMENT OF THE AM-GMF GROUP as at 31 December 2012 Thierry Derez, Chairman and Chief Executive Officer Catherine Armand, AIS GMF Ghislaine Bailly, Covéa Finance Didier Bazzocchi, Managing Director Health and Life Insurance, member of the Executive Committee Sophie Beuvaden, Managing Director Finance member of the Executive Committee Valérie Cohen, Technical Manuel de Dieuleveult, Human Resources member of the Executive Committee Jean-Jacques Derosiaux, Information Technology Serge Dussaussois, Inward reinsurance Bruno Fabre, Collections, Logistics, Production, Purchasing Jean Fleury, Managing Director General Secretariat, member of the Executive Committee Patrice Forget, Managing Director GMF Group, member of the Executive Committee Michel Gougnard, Managing Director AIS, member of the Executive Committee Philippe Haon, Taxation François Josse, Assistance Hervé Jubeau, Assistance Protection Juridique Sylvie Kordeusz, TElEassurances Sylvie Lagourgue, Marketing and Communication, member of the Executive Committee Olivier Le Borgne, Financial strategy Loic Lecallo, Property management Didier Ledeur, Life and financial offering Bertrand Lefebvre, General control and Risk management Marie-Aline Moure, Partnerships Maud Petit, Combination of the Covéa group s financial statements Claude Pletinckx, Asset management Richard Rey, Outward reinsurance Dominique Salvy, International Claude Stoki, Accounting Françoise Stoki, Administration Laurent Tollié, Managing Director Insurance, member of the Executive Committee Nicolas Villain, Commercial network

5 04 Annual Report 2012 Board of Directors Management Report Combined Ordinary and Extraordinary General Meeting, 6 June 2013 Dear Members, The Board of Directors is pleased to present to you the activity of ASSURANCES MUTUELLES DE FRANCE and to submit the financial statements for the year 2012 for your approval Solid resilience in a difficult market From an economic and financial point of view, 2012 followed in the wake of 2011: a difficult year, particularly economically, with zero growth and a marked surge in unemployment. Although signs of easing emerged at the year-end on the financial markets, the general environment remained one of considerable uncertainty and instability. Despite this unfavourable context, the dynamism of GMF s sales networks fuelled significant growth in the number of policies distributed by LA SAUVEGARDE, for which our mutual company underwrites the assistance cover. As regards the inward reinsurance business, prices remained steady owing to the absence of major disasters in the geographical areas covered by our mutual company s underwriting activity. At the same time, the gradual transition of cedants protection programmes from proportional to non-proportional reinsurance is automatically leading to a decrease in premiums volume. At the end of 2012 the Covéa group passed a new milestone in its development with the creation of Covéa Coopérations. This new entity has made it possible to optimise and streamline the group s legal and financial structure. This will give Covéa the means to cement its long-term future, increase its scope for deploying resources and ready itself for upcoming regulatory changes. 1. Company activity Our Company s activity covers the following areas: Assistance cover to complement insurance policies subscribed with LA SAUVEGARDE; Inward reinsurance treaties. 2. Highlights of the year Extraordinary dividends; legal and financial reorganisation The Covéa group created Covéa Coopérations to optimise and streamline its legal and financial structure. Covéa Coopérations will give the Covéa SGAM (Société de Groupe d Assurances Mutuelles) a simpler legal structure that will enable it to increase the group s scope for deploying resources while strengthening its financial capacity and limiting the impact of new regulatory constraints. The purpose of this reorganisation is to combine the group s holdings into a single structure. It has resulted in Covéa Coopérations, an intermediate entity between the MAAF, MMA and AM-GMF parent mutual companies and the operational companies that carry the group s activities, becoming the sole owner of the operational companies. The following transactions were carried out to achieve the Covéa group s target legal structure: Contribution by the Covéa group members of their shares in the operational companies to MMA Coopérations, in exchange for MMA Coopérations shares;

6 05 Board of Directors Management Report Merger of AZUR-GMF Mutuelles d Assurances Associées (acquired company) with MMA Coopérations (acquiring company) to form the company Covéa Coopérations. These restructuring operations were carried out in accordance with the provisions of CRC regulation of 4 May 2004 relating to the accounting treatment of mergers and equivalent transactions, i.e.: based on the net book value when the contributed shares resulted in the transfer of direct or indirect control from a company to MMA Coopérations; or based on the market value in all other cases. Following the transactions carried out during the past financial year the various holdings by division are as follows: - AM-GMF: 33.98% ; - MAAF: 33.96% ; - MMA: 32.06%. The transactions that some MMA entities will carry out during the next financial year will result in equal ownership by 31 December 2013, with each division owning one-third. Further to a decision made at its Combined Ordinary and Extraordinary General Meeting of 28 September 2012, AZUR-GMF Mutuelles d Assurances Associées distributed an extraordinary dividend of 118,882 thousand, or 9.5 per share. The share of this dividend due to ASSURANCES MUTUELLES DE FRANCE, which came to 57,234 thousand, was paid on 16 November 2012 and booked as financial income. In accordance with the decision made at the General Meeting of ASSURANCES MUTUELLES DE FRANCE on 10 December 2012 and that of MMA Coopérations on 28 December 2012 approving the share contribution agreement of 19 November 2012, ASSURANCES MUTUELLES DE FRANCE transferred 6,024,583 AZUR- GMF Mutuelles d Assurances Associées shares for a value of 196,121 thousand and 915,201 GMF VIE shares for a value of 76,974 thousand, representing an overall book value of 273,095 thousand, to MMA Coopérations. To remunerate this contribution 12,049,297 MMA Coopérations shares with a par value of 16 were created. The shareholders approved the merger project at the Extraordinary General Meetings of AZUR-GMF Mutuelles d Assurances Associées and MMA Coopérations on 28 December As a result of these transactions, MMA Coopérations became Covéa Coopérations and ASSURANCES MUTUELLES DE FRANCE owns 14.71% of this new company. A 50 million loan was granted to MMA Coopérations on 17 December 2012 for a 24-month term bearing interest at a rate of 12-month Euribor plus 50 basis points. Sovereign debt Following implementation of the Greek bailout plan in accordance with the Eurogroup agreement of 21 February 2012, on 8 March 2012 ASSURANCES MUTUELLES DE FRANCE took part in the bond swap, with a value date of 12 March based on the date of the bank s transaction statements, before selling all of its Greek bonds in May and June. The impact of the resulting 5,770 thousand capital loss was reduced by the reversal of the 5,005 thousand provision booked in 2011 as well as 287 thousand from the capitalisation reserve. The negative impact on profit after capitalisation reserve tax and income tax was limited to 278 thousand. The capitalisation reserve reversal did not fully offset the loss remaining following the provision reversal because certain of the Greek securities held bore floating rates, making them ineligible for the capitalisation reserve (Article R of the French Insurance Code).

7 06 Annual Report 2012 In 2012, ASSURANCES MUTUELLES DE FRANCE sold its Spanish bond holdings. Details of the sovereign exposure are provided in the notes to the financial statements. Holdings, acquisitions and disposals AME Life Lux On 2 April 2012, ASSURANCES MUTUELLES DE FRANCE acquired 63,998 AME Life Lux shares from AME SA for 13,800 thousand, representing 80% of this subsidiary s share capital. Welcare On 21 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its WELCARE holding to a company outside the group for 905 thousand, resulting in a capital gain of 134 thousand. La Sauvegarde On 19 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its shares in LA SAUVEGARDE to MMA Coopérations for 110,816 thousand with no resulting capital gain or loss, related reserves having been set aside in 2011 in the amount of 9,320 thousand and in 2012 in the amount of 6,804 thousand. Bipieme Vita Spa In accordance with the decision taken at Bipiemme Vita SpA s General Meeting of 15 February 2012, ASSURANCES MUTUELLES DE FRANCE subscribed to a two-part capital increase in this subsidiary: 1. in February, when it bought 1,179,360 shares for 5,897 thousand, and 2. in April, when it bought 486,000 shares for 2,430 thousand. Further to the commitments received by ASSURANCES MUTUELLES DE FRANCE in 2011, in April Banque Populaire de Milan made a markdown of 2,417 thousand, following that of 5,897 thousand booked in This holding was sold to MMA Coopérations on 19 December 2012 for 83,287 thousand, resulting in a capital gain on disposal of 2,274 thousand. La Cité Européenne Assurances Mutuelles de France now wholly owns LA CITÉ EUROPÉENNE following its acquisition in 2012 of non-controlling interests amounting to a book value of 19,757 thousand. In accordance with the merger agreement of 15 November 2012, ASSURANCES MUTUELLES DE FRANCE absorbed LA CITÉ EUROPÉENNE which, in exchange for its partial asset contribution to GMF VIE, was remunerated by 240,877 GMF VIE shares in the amount of 20,037 thousand. Following these transactions, ASSURANCES MUTUELLES DE FRANCE now owns 240,877 GMF VIE shares. The merger premium arising from these transactions is recognised in equity in the merger premium account, in the amount of 280 thousand. Fincorp Given this company s valuation it was the subject of a provision reversal at the end of the financial year in the amount of 3,219 thousand. Tax inspection On 8 October the group received a tax collection notice concerning an adjustment relating to the 2008 and 2009 insurance agreements, and paid the tax authority 12,592 thousand. MMA, having covered this risk, paid out the required amount on 19 October 2012.

8 07 Board of Directors Management Report Capitalisation reserve Article 17 of the 2013 French Budget Act (Loi des Finances) provides for an additional exit tax on amounts recognised in reserves, alongside the 10% tax provided for by Article 23 of the 2011 French Budget Act. This additional tax of 7% is levied on the same base as the previous exit tax, this being the amount of the capitalisation reserve on 1 January 2010 or, if lower than this amount, the amount of the capitalisation reserve at the beginning of the 2012 financial year. The cumulative amount of extraordinary tax paid and additional tax may not exceed 5% of equity at the beginning of the financial year. Given the Budget Act s publication date, this contribution is recognised as a tax liability on the 2012 balance sheet. It has been deducted from the balance carried forward in the amount of 2,080 thousand. Tax risk reserve A tax risk reserve in the amount of 10,724 thousand relating to ASSURANCES MUTUELLES DE FRANCE s 28% holding in a Luxembourg subsidiary was recognised in exceptional result. Financial statements for 2012 Premium income Total premium income, corresponding to direct earned premiums and inward reinsurance premiums, net of cancellations, amounted to million, compared with million in the previous year (-2.45%). The breakdown is as follows: Change e millions 2011/2012 in % Direct business (Assistance) Inward reinsurance Total Income from investments Net income from investments came to million compared with million in It includes an extraordinary dividend of million paid by AZUR-GMF Mutuelles d Assurances Associées and a 6.63 million increase in the regular dividend of AZUR-GMF Mutuelles d Assurances Associées. The capitalisation reserve remained stable, amounting to million at 31 December Holdings of over 5% acquired in 2012 The Company took a 14.71% stake in the capital of Covéa Coopérations following the contributions of shares from AZUR-GMF Mutuelles d Assurances Associées and GMF VIE. The Company took an 80% stake in the capital of AME Life Lux. Holdings of over 5% disposed of in 2012 The Company disposed of a 49.77% stake in the capital of LA SAUVEGARDE. The Company disposed of a 32.91% stake in the capital of Bipiemme Vita SpA. The Company disposed of a 10.28% stake in the capital of WELCARE.

9 08 Annual Report 2012 Loss expenses Total loss expenses (claims paid for direct business and inward business net of collected recoveries, internal claim administration expenses, change in technical reserves net of estimated recoveries) gross of reinsurance amounted to million in 2012 compared with million the previous year Change e millions 2011/2012 in % Direct business (Assistance) Inward reinsurance Total General expenses General expenses corresponding to management costs, costs of acquisition and administration of insurance policies and reinsurance treaties net of commissions to be received, internal investment expenses, technical income/expenses and acquisition costs carried forward, came to million (excluding litigation), or 35.19% of total earned premiums. Cessions and retrocessions The result of cessions and retrocessions represented a charge of 11.2 million. Technical result The technical result was a profit of 10.5 million. Result The 2012 result was a profit of 75.6 million. Balance Sheet Asset management: a) Portfolio performances: Our bond portfolio posted a performance of +3.82% compared with its benchmark s +8.62%. b) Investments: Realisable value Change proportion e millions Bonds % 8.14% Equities 2, , % 73.59% Real estate % 5.72% Loans/Deposits % 5.22% Money market UCITS NS 7.33% Total 3, , % 100%

10 09 Board of Directors Management Report At year-end 2012 we had no direct or indirect exposure to: sub-prime loans; securitisation SPVs used to refinance sub-prime real estate loans in the first or second degree; ucits specialising in the credit market or otherwise having acquired shares or units in securitisation SPVs with sub-prime underlying assets; or any assets of a company or fund that had suspended payments (Lehman Brothers, Madoff funds). the credit risk on the private-sector bonds in the portfolio is well identified and corresponds to the direct risk on the issuer. Regulatory ratios As at 31 December 2012, the solvency margin was covered times, excluding unrealised capital gains. With a surplus amounting to 305 million, performance of our technical commitments is assured. Associate mutual company La Garantie Mutuelle des Fonctionnaires Since the establishment of GMF ASSURANCES in 1995, LA GARANTIE MUTUELLE DES FONCTIONNAIRES has concentrated its activity on underwriting of assistance policies on behalf of its members. And assistance indeed defines the spirit in which it intends to work for the security and peace of mind of all who place their trust in it. Written premiums amounted to million, up by 6.9% on The result for the year was a surplus of million. This exceptional result arises from the extraordinary dividend paid by AZUR-GMF Mutuelles d Assurances Associées and GMF ASSURANCES in the amount of million. Other French companies GMF Assurances GMF ASSURANCES, the GMF brand s flagship company, deals with property and casualty insurance for GMF members. GMF ASSURANCES posted a surplus of million. Written premiums came to 1, million, up by 3.85% on the previous year. The number of members increased by 2%. Overhead expenses amounted to million, up by 7.42%. Net income from investments amounted to million, compared with million in The amount of unrealised capital gains stood at 1,035 million as against 808 million in La Sauvegarde LA SAUVEGARDE is involved in property and casualty and assistance insurance for associations and non-civil servant individuals.

11 10 Annual Report 2012 In 2012 it posted a 6.68% increase in earned premiums. Its net result was a profit of 48.2 million, arising from the capital gain on the sale to MMA IARD Assurances Mutuelles, MAAF SANTÉ and CATALOGNE Participations of its stake in AZUR-GMF Mutuelles d Assurances Associées for 46.7 million. Covéa Coopérations Covéa Coopérations is 33.96% owned by the MAAF mutual companies, 33.98% by AM-GMF and 32.06% by MMA. This holding company directly and indirectly holds the operational companies of the three brands MAAF, AM- GMF and MMA. Its result in 2012 was a surplus of million. This was made up mainly of the dividends paid out on its holdings. FIDÉLIA Assistance FIDÉLIA ASSISTANCE s business is brought in by the AM-GMF, MAAF and MMA groups, partners and external clients. Insurance and inward reinsurance written premiums grew by 7% to million. The gross charge for claims increased by 6% to million. The company posted a profit for the year of 9.29 million. Assistance Protection Juridique The total gross premium income of ASSISTANCE PROTECTION JURIDIQUE grew by 4.5% to million. It consists exclusively of direct business. With new business holding up well in 2012, 93,361 new policies being written, 1.4% more than in the previous year, the portfolio of individual policies distributed by the GMF network reached 1,010,217 policies at 31 December. ASSISTANCE PROTECTION JURIDIQUE s net profit of 17.1 million bears witness to its excellent financial health. GMF Vie GMF VIE generated a premium income of 1,298.4 million in 2012, down by 8% from 2011 in line with the 8% decline in the French life insurance market. The total number of insureds rose by 2.9% to 786,780. They hold 876,129 policies. The reserve for profit sharing represented 1.7% of managed savings as at 31 December The technical reserves for the policies amounted to 16,676 million at year-end, up by 4.7% on Net profit, at 60.9 million, was up by 47.2% compared with the previous year. Companies operating outside France Luxembourg AME Life Lux Total premium income for the year was million. The 2012 result was a profit of 1.56 million.

12 11 Board of Directors Management Report Covéa Lux Premium income net of cessions was million and the result zero. Information on supplier payment terms Pursuant to the French Economy Modernisation Act (Loi sur la Modernisation de l Economie - LME), we would point out that supplier and intra-group outstandings at year-end amounted to 1,649,230, which breaks down as follows: Less than 30 days e1,667,388 e1,571,655 From 30 to 60 days e8,610 e0 More than 60 days e80,290 e77,575 These outstandings consist of holdbacks on payments relating to suppliers. Proposed result allocation We propose to appropriate the profit for 2012 in the amount of 75,658, to the contingency reserve for 23,578, and to retained earnings for 52,080,164. After result allocation, the contingency reserve will amount to 457,825, and retained earnings to 350,000,000. Compensation and reimbursement of expenses paid to Directors, Non-voting Board Members and Delegates for 2012 Compensation for time spent and reimbursement of travelling and accommodation expenses paid to Directors and Non-voting Board Members, and reimbursement of travelling and accommodation expenses paid to Delegates to General Meetings, amounted to 83, We ask you to ratify the abovementioned amount paid by the Company. Compensation and reimbursement of expenses paid to Directors, Non-voting Board Members and Delegates for 2013 The Board of Directors proposes to allocate compensation to Directors and Non-voting Board Members for time spent and to reimburse their travelling and accommodation expenses, as well as to reimburse travelling and accommodation expenses incurred by Delegates to General Meetings in performing their duties. We ask the General Meeting: to approve the establishment of compensation allocated to the Directors and Non-voting Board Members for time spent in performing their duties in 2013 at an overall amount of 80,000.00; to ratify the principle of reimbursing travelling and accommodation expenses incurred by Directors, Nonvoting Board Members and Delegates in performing their duties, at actual cost incurred subject to documentary evidence.

13 12 Annual Report 2012 Renewal of terms of office Renewal of a Non-voting Board Member s term of office Given that Louis Fraisse s term of office as Non-voting Board Member expires at the end of this General Meeting, we recommend that you renew it for a term of six years, i.e. until the end of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. Directors The Board of Directors recommends increasing its membership by creating two additional directorships, and forwards as applicants Christian Baudon and Jean Fleury. Proposed affiliation of the SMI interprofessional mutual company to the Covéa SGAM (Group of Insurance Mutuals) Personal and health insurance are important growth areas for the Covéa group brands. Health insurance is undergoing far-reaching changes, involving a shift in the boundaries between individual health insurance and collective insurance. This phenomenon is set to spread following the signing of the National Interprofessional Agreement on 11 January In this context, we need to strengthen our positioning on the market as a whole to limit dependency on the transferral of individual insurance into collective policies. With this is in mind, the group has chosen to seek alliances with other players within the framework of an industrial development project in order to: - increase its influence in the discussion and decision-making processes, - access a broad range of solutions reflecting the diverse demands of companies and insureds, - provide support throughout insureds professional careers by combining collective and individual policies, - implement synergies between the various players in response to current market conditions. Apgis affiliation to Covéa in 2011 and the implementation of an industrial partnership with MAAF represented a significant milestone on the path to achieving these objectives. The affiliation of the SMI mutual company to the Covéa group is intended to consolidate this approach. SMI is an interprofessional mutual company bound by the French Mutual Insurance Code (Code de la mutualité) and dedicated to the collective market. Established in 1926, it has developed expertise in collective health insurance, an activity accounting for more than 85% of its portfolio. SMI employs 162 people. Its solvency margin at end-2011 was 600%. In 2011, its pre-tax premium income amounted to 186 million and it posted a net profit of 3 million. Its core target is companies with more than 50 employees. It insures 9,000 companies and 763,000 beneficiaries. SMI maintains close relations with brokers and has successfully developed expertise in the marketing and management of tailored and complex policies. Forging an alliance with Covéa is in line with SMI s strategic priorities of: - accessing new growth drivers within the framework of a stable and durable partnership, - fostering client loyalty and better exploiting its portfolio s potential, - increasing its approval rating for key accounts and sector business,

14 13 Board of Directors Management Report - extending its offer to the other social protection segments, - developing value added services and adopting innovative approaches to clients, - optimally combining growth, profitability and solvency, - maintaining its responsiveness and flexibility, - maintaining entrepreneurial momentum, - anticipating and adjusting to the transformation of the current social protection model. By becoming a fully integrated member of the Covéa group, SMI would offer: - a strengthening of Covéa s positioning on the collective health insurance market, - a distinctive competency in particular that of Apgis in relations with an agent and broker network specifically brokers, - know-how in relations with medium-sized company clients. An industrial project with MMA, the group s brand operating through agent and broker networks and developing an insurance activity for small and medium-sized enterprises (SME), would be implemented in accordance with the commercial agreements currently in force. The affiliation to the Covéa group would therefore offer SMI: - access to the MMA agents network, - access to the partner broker networks of Covéa Risks and Covéa Fleet for property and casualty insurance, - the advantage of the size and reputation of the Covéa group in corporate and sector tender offers, - the possibility of accessing services on the terms granted to Covéa: Santéclair, Fidélia Assistance, Covéa Finance, - access to Covéa s shared functions, - the possibility of developing operational synergies with the group s other companies. SMI and Apgis have complementary strengths enabling them to play distinct roles within the Covéa group, to develop operational synergies together and ultimately to offer clients comprehensive joint solutions. The advantages for all the stakeholders are: - greater representation in corporate tender offers and sector agreements, - each one s ability to respond to distinct client needs in collective health and personal insurance, - a positive impact on insureds loyalty thanks to the comprehensive coverage of the stakeholders portfolios, - a solution to the sector s economic constraints thanks to the pooling of resources. SMI s affiliation to Covéa would take place via the MMA group and would result in an operational collaboration with MMA on the corporate market. SMI would sign an affiliation agreement similar to those of Covéa s other affiliates. SMI would be included in the financial solidarity system in place at the level of the SGAM (Group of Insurance Mutuals). SMI would be included in Covéa s combined financial statements. This affiliation plan is being presented to the general meetings of each company affiliated to the SGAM (Group of Insurance Mutuals) and to those of SMI and Covéa.

15 14 Annual Report 2012 Lastly, it is subject to the approval of both the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel)) and the French anti-trust authority (Autorité de la Concurrence). Amendment to the Articles of Association The Board of Directors recommends transferring the Company s registered office from 7 avenue Marcel Proust, in Chartres (28000), to 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris, and to amend the Articles of Association accordingly. It also proposes amending the Articles of Association to allow the appointment of one or more Managing Directors. The role of the Managing Director is to assist the Chief Executive Officer within a scope of activity determined and circumscribed by the Board of Directors. Events after the reporting period In January 2013, ASSURANCES MUTUELLES DE FRANCE sold its entire holdings in Fincorp, AME Life Lux and GMF VIE to Covéa Coopérations. This will result in a net capital gain of 2.9 million. Outlook for 2013 Generally speaking, 2012 was a difficult year, with continuing economic and financial uncertainty, slack growth and rising unemployment, etc. Although signs of improvement emerged at the end of last year in financial terms, with an easing pressure on peripheral debt, 2013 will be another year of weak growth; indeed, there is already evidence of the heavy toll that the recent crisis has imposed on the economy: 2012 per capita GDP is below the level it stood at in 2007, a situation that has not arisen since On 1 April, the assistance cover prices will increase by the same proportion as the other cover prices, namely 2.4% for auto assistance and 3.9% for home assistance. In terms of 2013 contract renewals, the A- (excellent) rating that AM Best awarded in February 2012 has enabled us to directly accept the vast majority of business offers from our cedants. The Board of Directors thanks all parties who have contributed to the results of ASSURANCES MUTUELLES DE FRANCE.

16 15 Statutory Auditors General Report Year ended 31 December 2012 Statutory Auditors General Report To the Members, Pursuant to our appointment by your General Meetings, we hereby submit our report relating to the year ended 31 December 2012, on: the audit of the annual financial statements of ASSURANCES MUTUELLES DE FRANCE, as appended to this report; the basis for our assessments; the specific verifications and information required by law. The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I. Opinion on the annual financial statements We conducted our audit in accordance with French professional standards. Those standards require that we plan and perform our audit to obtain reasonable assurance as to whether the annual financial statements are free from material misstatement. An audit includes examining, on a test basis or using other methods of selection, evidence supporting the amounts and disclosures in the annual financial statements. An audit also includes assessing the accounting principles used and significant estimates made in the preparation of the financial statements, as well as evaluating the overall presentation of the financial statements. We believe that the information we have gathered is sufficient and appropriate to provide a basis for our opinion. We certify that the annual financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at 31 December 2012, and of the results of its operations for the year then ended, in accordance with French accounting principles and rules. II. Basis for our assessments Selecting the economic assumptions on which to base the signing off of insurance companies accounts remains particularly complex given the persistently difficult economic and financial environment. In particular, future interest rate trends could diverge significantly from those underlying such assumptions, producing different direct and indirect effects. In this context, we have performed our own assessments, which we hereby disclose in accordance with the provisions of Article L of the French Commercial Code (Code de commerce). Accounting estimates: As indicated in Note to the financial statements, the technical items specific to the insurance business, which reflect commitments towards insureds, come from actuarial estimates or calculations. The methods used to estimate these items are set forth in the notes to the financial statements. We satisfied ourselves as to the reasonableness of the assumptions used in the calculation models used, particularly with regard to the experience of your Company, its regulatory and economic environment and the overall consistency of these assumptions. Note to the financial statements describes the principles and updating methods applied to valuing investment property, equity holdings and other investments, as well as the methods used to determine provisions for permanent impairments and for counterparty risk arising during the financial year.

17 16 Annual Report 2012 We assessed the methods used to value these assets, as described in the notes to the financial statements. We examined the application of these methods and the consistency of the assumptions used by your Company to determine any impairments. We did not detect anything that might call into question the valuations carried out by your Company. These assessments were made in the context of our audit of the annual financial statements taken as a whole, and as such were taken into account in forming the opinion expressed in the first part of this report. III. Specific verifications and information As provided for by law, and in accordance with French professional standards, we also carried out specific verifications. We have no matters to report as to the fair presentation and the consistency with the annual financial statements of the information provided in the Board of Directors management report and in other documents sent to members regarding the Company s financial position and financial statements. Neuilly-sur-Seine and Paris-La Défense, 26 April 2013 Statutory Auditors PricewaterhouseCoopers Audit Michel Laforce - Gérard Courrèges Ernst & Young et Autres Olivier Drion

18 17 Resolutions Resolutions Combined Ordinary and Extraordinary General Meeting, 6 June 2013 Within the competence of the Ordinary General Meeting FIRST RESOLUTION The General Meeting, having heard the Board of Directors report, notes the allocation to the the retained earnings account of the amount of 2,080,164.00, representing the amount of exit tax due on the capitalisation reserve. SECOND RESOLUTION The General Meeting, having heard: - the Board of Directors management report on the financial statements for the year ended 31 December 2012 and the Company s business over the course of the year; - and the general report of the Statutory Auditors on the execution of their assignment for said financial year; approves the financial statements as presented, and the transactions shown in the accounts and summaries contained in these reports. Consequently it grants the Directors full discharge without reservation for the execution of their mandate during the financial year ended 31 December THIRD RESOLUTION The General Meeting ratifies the amounts of compensation and reimbursement of travelling and accommodation expenses paid to the Directors, Non-voting Board Members and Delegates to General Meetings in the amount of 83, for FOURTH RESOLUTION The General Meeting resolves: to establish the amount of compensation to be allocated to the Directors and Non-voting Board Members for time spent in performing their duties in 2013 at an overall amount of 80,000.00; to adopt the principle of reimbursing, at actual cost incurred and subject to documentary evidence, the travelling and accommodation expenses incurred by the Directors, Non-voting Board Members and Delegates to General Meetings in performing their duties for the year FIFTH RESOLUTION The General Meeting, having heard the special report of the Statutory Auditors as provided for in section IV -1 of Article R of the French Insurance Code (Code des assurances), approves the terms of said report and all the agreements enumerated therein. SIXTH RESOLUTION The General Meeting, having heard the special report of the Statutory Auditors as provided for in section IV -2 of Article R of the French Insurance Code, approves the terms of said report and the terms and conditions of the agreements enumerated therein.

19 18 Annual Report 2012 SEVENTH RESOLUTION The General Meeting, having noted that the result for the year ended 31 December 2012 is a surplus of 75,658,602.79, resolves to appropriate this amount to the contingency reserve account for 23,578, and to the retained earnings account for 52,080, After result allocation, the contingency reserve will amount to 457,825, and the retained earnings to 350,000, euros. EIGHTH RESOLUTION The General Meeting, noting that Louis Fraisse s term of office as Non-voting Board Member expires at the end of this General Meeting, resolves to renew his term of office for a period of six years, i.e. until the end of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. NINTH RESOLUTION Voting on the basis of a proposal by the Board of Directors, the General Meeting resolves to appoint Christian Baudon as Director for a six-year term of office. His term of office will end at the close of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. TENTH RESOLUTION Voting on the basis of a proposal by the Board of Directors, the General Meeting resolves to appoint Jean Fleury as Director for a six-year term of office. His term of office will end at the close of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. ELEVENTH RESOLUTION The General Meeting, having heard the Board of Directors report, notes the plan to affiliate the SMI mutual company to the Covéa Société de Groupe d Assurance Mutuelle. Within the competence of the Extraordinary General Meeting TWELFTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to transfer the Company s registered office from Chartres to Paris and to amend Article 3 of the Articles of Association as follows: Previous wording: TITLE I INCORPORATION AND PURPOSE OF THE COMPANY Article 3 Registered Office The Company s Registered Office shall be situated at 7 avenue Marcel Proust, Chartres. New wording: TITLE I INCORPORATION AND PURPOSE OF THE COMPANY Article 3 Registered Office The Company s Registered Office shall be situated at 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris.

20 19 Resolutions THIRTEENTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to add an article 34, Managing Directors, under Title III, Section 3 of the Articles of Association, worded as follows: TITLE III ADMINISTRATION OF THE COMPANY Section 3 - MANAGEMENT Article 34 Managing Directors The Board of Directors may, on the basis of a proposal by the Chief Executive Officer, appoint one or more individuals, with a limit of five, with the title of Managing Director, who shall be tasked with assisting the Chief Executive Officer. By agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of the powers granted to the Managing Directors. The Managing Directors shall have the same authority with respect to third parties as the Chief Executive Officer. When the Chief Executive Officer s term of office ends or he is unable to perform his duties, the Managing Directors shall, subject to any decision to the contrary by the Board of Directors, continue to perform their duties and responsibilities until a new Chief Executive Officer is appointed. The numbering of the following articles is reordered: the former Article 34 becomes Article 35 and so on, with the final article being Article 46. FOURTEENTH RESOLUTION The General Meeting resolves, subject to approval by the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to add, at the end of Article 46 (the former Article 45) Validity of the Articles of Association: «and 6 June 2013». Common resolution to the Ordinary and Extraordinary General Meetings FIFTEENH RESOLUTION The General Meeting grants all necessary powers to the bearer of a copy of or an extract from the various documents submitted to this General Meeting and of the minutes of said meeting, to complete all formalities prescribed by law.