How To Balance Sheet Of The French Insurance Company (Frenchian)

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1 ASSURANCES MUTUELLES DE FRANCE

2 Assurances Mutuelles de France Combined Ordinary and Extraordinary General Meeting, 17 June 2014 CONTENTS Board of Directors 2 Board of Directors Management Report 4 Statutory Auditors General Report 12 Resolutions 14 Balance Sheet as at 31 December Income Statement for the year ended 31 December Notes to the financial statements 23

3 02 Annual Report 2013 Board of Directors as at 31 December 2013 Thierry Derez, Chairman Alex Capelle, Vice-Chairman Jean-Louis Wagner, Vice-Chairman Christian BAUDON, Director Xavier DEJAIFFE, Director Christian Delahaigue, Director Jean FLEURY, 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 Ginette SAVOLDI, Alternate director elected by employees Louis Fraisse, Non-voting board member Rémy Vergès, General Agents representative GENERAL MANAGEMENT Patrice FORGET, Managing Director Sophie BEUVADEN, Deputy Managing Director STATUTORY AUDITORS PRINCIPAL 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 AND RISKS COMMITTEE Christian DELAHAIGUE, Chairman Jean-Marie MECKLER Jean-Louis WAGNER COVÉA AUDIT AND RISKS COMMITTEE ASSURANCES MUTUELLES DE FRANCE, represented by Alex CAPELLE, Chairman FORCE ET SANTÉ, represented by Michèle BEYT Anne-José FULGERAS LA GARANTIE MUTUELLE DES FONCTIONNAIRES, represented by Hubert IVANOFF MMA IARD Assurances Mutuelles, represented by Michel COURSAT PRONY HABITATIONS, represented by Christian DELAHAIGUE Michel ROUX TÉLÉASSURANCES, represented by Pierre VIONNET Jean-Jacques VOUHÉ

4 03 Board of Directors EXECUTIVE COMMITTEE Thierry Derez, Covéa Chairman and Chief Executive Officer Christian BAUDON, Covéa Managing Director, Insurances Didier Bazzocchi, Covéa Managing Director, Healthcare and Institutional Partnerships Sophie Beuvaden, Covéa Managing Director, Finances Antoine ERMENEUX, Covéa Managing Director, Strategic Change Patrice Forget, Covéa Managing Director, Human Resources and General Secretariat Michel Gougnard, Covéa Managing Director, AIS Françoise ICKOWICZ-TORDJEMANN, Covéa Managing Director, Corporate Communication and Media Relations Eric LÉCUYER, Covéa Managing Director, Control and Financial Steering Maud PETIT, Covéa Managing Director, Control, Solvency, Account Reporting Philippe RENAULT, Covéa Managing Director, Technology and Information System Laurent TOLLIÉ, Managing Director, GMF MANAGEMENT COMMITTEE Laurent TOLLIÉ, Managing Director, GMF Catherine ARMAND, Director, AIS Valérie COHEN, Technical Director, Non-Life and Health Nathalie DELFINO, Head of department, Management Control Jean-Jacques DEROSIAUX, Director, Information System Manuel de DIEULEVEULT, Director, Human Resources Serge DUSSAUSSOIS, Director, Inward Reinsurance Bruno FABRE, Director, Collections, Logistics and Production Hervé JUBEAU, Managing Director, ASSISTANCE PROTECTION JURIDIQUE Sylvie KORDEUSZ, Managing Director, TÉLÉASSURANCES Sylvie LAGOURGUE, Director, Marketing and Communication Olivier le BORGNE, Director, Financial Strategy Didier LEDEUR, Managing Director, GMF Vie Fabienne RAVASSARD, Head of the Internal Communication division Françoise SÉVILE, Head of the Project Coordination and Regulatory department Claude STOKI, Accounting Director Françoise STOKI, Director, Administration Nicolas VILLAIN, Director, Commercial Network

5 04 Annual Report 2013 Board of Directors Management Report Combined Ordinary and Extraordinary General Meeting, 17 June 2014 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 2013 for your approval was a highly satisfying year in a complex environment The economic and financial context remained difficult in Although figures for the second half of the year reflected a stabilisation in the eurozone, most European countries experienced high debt and unemployment. From a regulatory viewpoint, 2013 was a particularly packed and frenetic year, with a number of projects directly affecting our insurance business: the Hamon Act, the Berger-Lefebvre report, the national cross-industry agreement (ANI) and Solvency 2 are just a few developments that are likely to lead to major changes in our markets in the future. Despite this unfavourable economic context, ASSURANCES MUTUELLES DE FRANCE achieved a good level of growth in both its assistance and its inward reinsurance markets. In assistance, written premiums increased by 6.7% and earned premiums by 7.8%, while the number of members rose to 221,217 - a 3% increase from In inward reinsurance, despite strong competition across the whole reinsurance market, activity relatively concentrated on the European markets (78% of premium income) and a strong euro (41% of our premium income comes from inward foreign currency business), premium income grew slightly. Against a backdrop of mergers and consolidation among insurers in many markets, we successfully maintained our number of cedants at around 200 and generated a steady number of both proportional and non-proportional treaties (1,235 all together). The loss ratio remained satisfactory despite a succession of weather events in Europe that dominated 2013, and which in terms of individual scale remained moderate but together had a significant impact. After deduction of our retrocession protection programme, we successfully kept the L/P ratio at around 68%, slightly up from Against a backdrop of still low interest rates in 2013, the strong equity market rally and sustained real estate market strength made it possible to maintain satisfactory financial results. Following the creation in 2012 of Covéa Coopérations, designed to optimise and streamline the Covéa group s legal and financial structure, in June 2013 another important milestone was passed, with the implementation of a new operational organisation. With the Covéa Insurance Managing Department and the Insurance Brands and Health Managing Departments, insurance is at the core of this new organisation. Inward reinsurance is now attached to the Human Resources Managing Department and the General Secretariat. 1. Company activity Our Company s activity covers the following areas: Assistance cover to complement insurance policies taken out with LA SAUVEGARDE; Inward reinsurance treaties.

6 05 Board of Directors Management Report 2. Highlights of the year Operations linked to Covéa s financial reorganisation Following on from the legal and financial restructuring aimed at streamlining the group s organisation through Covéa Coopérations, ASSURANCES MUTUELLES DE FRANCE disposed of equity holdings: FINCORP On 9 January 2013, ASSURANCES MUTUELLES DE FRANCE sold its 32.91% Fincorp holding to Covéa Coopérations for 20,289 thousand. As a provision had been set aside in respect of this holding, its sale did not generate any profit in GMF VIE On 21 January 2013, ASSURANCES MUTUELLES DE FRANCE sold the 240,877 GMF Vie shares it held as a result of the merger with La Cité Européenne to Covéa Coopérations for 22,410 thousand, resulting in a capital gain of 2,373 thousand. AME Life Lux On 9 January 2013, ASSURANCES MUTUELLES DE FRANCE sold this holding to Covéa Coopérations for 14,353 thousand. The sale generated a profit of 553 thousand. Covéa Coopérations On 30 October 2013, ASSURANCES MUTUELLES DE FRANCE sold 48,239 Covéa Coopérations shares to MMA IARD Assurances Mutuelles for 6,018 thousand, generating a capital gain of 5,089 thousand. Following the decisions taken at the Covéa Coopérations Board of Directors meeting of 15 November 2013, on 22 November 2013 ASSURANCES MUTUELLES DE FRANCE received an interim dividend of 9,233 thousand. On 9 December 2013, ASSURANCES MUTUELLES DE FRANCE contributed to the Covéa Coopérations capital increase by issuing 209,835 new shares each worth for an aggregate value of 26,073 thousand, in accordance with the resolutions adopted at its Extraordinary General Meeting of 2 December Following these transactions, ASSURANCES MUTUELLES DE FRANCE holds 14.41% of the capital of Covéa Coopérations, while AM-GMF holds one-third. Loan to MMA Holdings UK PLC Granted to MMA Holdings UK PLC pursuant to an agreement of 23 May 2011, this loan of million ( 23.6 million) was transferred to Covéa Coopérations by virtue of an agreement signed on 18 March 2013 in the amount of million, representing the principal and accrued interest Supplementary social loan The social loan issued in tranches by ASSURANCES MUTUELLES DE FRANCE in the 1970s has been annulled pursuant to Act of 17 June 2008 reforming the 30-year limit on civil lending arrangements. This debt has been extinguished with effect from 19 June 2013, i.e. five years after the effective date of these new measures. Consequently, the annulled amount of 36.7 million was recorded as exceptional income at 31 December Tax inspection On 15 February 2013 and 23 May 2013, the Company received two accounting verification notices advising it of an inspection of tax return relating to tax on insurance agreements due in respect of 2010 and to corporate income tax due in respect of 2010 and The tax adjustment on insurance agreements relating to assistance was paid to the tax administration. MMA IARD SA paid back 4.8 million on 9 December 2013, in accordance with the guarantee agreement.

7 06 Annual Report Tax risk relating to the Luxembourg subsidiary Further to an agreement with the Directorate of Public Finance (Direction Générale des Finances Publiques) on 6 January 2014, the provision set aside in 2012 relating to the holding of ASSURANCES MUTUELLES DE FRANCE in a Luxembourg subsidiary was written back as exceptional income in the amount of million. The tax adjustment was limited to 1.01 million and related to corporate income tax for 2011 and 2012 as at 31 December Weather events There was a series of notable weather events in 2013 (Danube/Elbe flooding, Manni, Norbert, Othello and Andreas hailstorms, and the St Jude storm). The overall cost to the Company of these events was almost 18.9 million. After deduction of reinsurance, the net overall cost incurred by ASSURANCES MUTUELLES DE FRANCE was 10 million. Financial statements for 2013 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 (up 2.66%). The breakdown is as follows: Change e millions 2013/2012 as a % Direct business (Assistance) % Inward reinsurance % Total % Investment income Net investment income came to million, compared with million in It includes a 9.20 million interim dividend from Covéa Coopérations and million of capital gains on the sale of shares in Covéa Coopérations, GMF VIE and CNP. The capitalisation reserve remained stable, amounting to million at 31 December Holdings of over 5% acquired in 2013 ASSURANCES MUTUELLES DE FRANCE acquired no holdings of more than 5% in the period under review, nor did it assume control of any company. Holdings of over 5% disposed of in 2013 ASSURANCES MUTUELLES DE FRANCE disposed of a 32.91% stake in the capital of Fincorp and an 80% stake in the capital of AME Life Lux SA. 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 2013 compared with million the previous year.

8 07 Board of Directors Management Report Change millions 2013/2012 as a % 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/ charges and acquisition costs carried forward, came to million (excluding litigation), or 35.63% of total earned premiums. Cessions and retrocessions The result of cessions and retrocessions represented a charge of 2.9 million. Technical result The technical result was a profit of 3.5 million. Result The 2013 result was a profit of million. Balance Sheet Asset management: Investments: Realisable value Change proportion e millions Bonds % 10.66% Equities 2, , % 72.95% Real estate % 5.43% Loans / Deposits % 5.49% Money market UCITS % 5.47% Total 3, , % 100% The Covéa Coopérations shares, which amount to 2,359 million, make up the majority of investments. Following the sale of its CNP Assurances shares, the Company no longer holds any listed shares. All asset categories generated unrealised capital gains at 31 December The bond portfolio comprises chiefly short-term government securities. In 2013, the group purchased short-term UK and US government bonds, in pounds sterling and US dollars respectively, to hedge debt commitments in the corresponding currencies.

9 08 Annual Report 2013 Regulatory ratios As at 31 December 2013, the solvency margin was covered times. With a surplus amounting to million, performance of our technical commitments is assured. Associate mutual company La Garantie Mutuelle des Fonctionnaires Since the establishment in 1995 of GMF ASSURANCES, LA GARANTIE MUTUELLE DES FONCTIONNAIRES has focused its activity on underwriting 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 came to million, up by 5.02% on Profit for the year was 9.94 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 4.38% on the previous year. The number of members increased by 1.7% year-on-year. Overhead expenses amounted to million, an increase of 9.37%. Net investment income came to million, compared with million in The amount of unrealised capital gains stood at 1,124 million as against 1,035 million in La Sauvegarde LA SAUVEGARDE is involved in property and casualty and assistance insurance for associations and non-civil servant individuals. In 2013 it posted a 9.10% increase in written premiums. The net result was a loss of 4.26 million. Covéa Coopérations Covéa Coopérations is owned in respective shares of one-third by the MAAF, AM-GMF and MMA mutual companies. This holding company directly and indirectly holds the operational companies of the three brands MAAF, AM- GMF and MMA. Its result in 2013 was a surplus of million. This was made up mainly of the dividends paid out on its holdings.

10 09 Board of Directors Management Report 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 decreased by 1.4% to million. The gross charge for claims increased by 2% to million. The company s result in 2013 was a surplus of 7 million. Assistance Protection Juridique Total gross premium income of ASSISTANCE PROTECTION JURIDIQUE grew by 5.3% to million. It consists exclusively of direct business. With new business holding up well in 2013, the portfolio of individual policies distributed by the GMF network reached 1,024,839 policies at 31 December - up 1.38%. ASSISTANCE PROTECTION JURIDIQUE s net profit of million bears witness to its excellent financial health. GMF Vie GMF VIE s total premium income for 2013 was 1,354.3 million, up by 4.30% from 2012, whereas the euro funds component of the French life insurance market rose 3%. The total number of insureds rose by 2.87% to 809,389; they hold 897,647 policies. The reserve for profit sharing represented 2.33% of managed savings as at 31 December The technical reserves for policies amounted to 17,524 million at year-end, up by 5.08% on Net profit, at 68.8 million, was up by 12.81% compared with the previous year. AME Réassurance This company is no longer trading. A merger with ASSURANCES MUTUELLES DE FRANCE will be proposed in Companies operating outside France Luxembourg Eurazur This company, which is no longer trading, will be liquidated in 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 draw to your attention the fact that supplier and intra-group outstandings at year-end amounted to 2,347,850, which breaks down as follows:

11 10 Annual Report Less than 30 days e1,570,655 e2,324,781 From 30 to 60 days 0 e1,170 More than 60 days* e77,575 e21,899 *These outstandings consist of holdbacks on payments relating to suppliers. Proposed result allocation We propose to appropriate the profit for 2013 in the amount of 60,076, to the contingency reserve. After result allocation, the contingency reserve will amount to 517,902, Compensation and reimbursement of expenses paid to Directors, Non-voting Board Members and Delegates for 2013 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 81, 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 2014 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. 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 2014 at an overall amount of 72,000.00; 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. Ratification of the co-opting of a Non-voting Board Member Following the resignation of Louis FRAISSE, the Board of Directors at its meeting of 26 March 2014 co-opted Alexis LEHMANN as a Non-voting Board Member. We hereby propose to ratify the provisional appointment of Alexis LEHMANN made at the Board of Directors meeting of 26 March 2014 for his predecessor s remaining term of office, i.e. until the General Meeting in 2019 convened to approve the financial statements for the year ending 31 December Amendments to the Articles of Association The Board of Directors hereby submits for your approval the following changes to the Company s Articles of Association:

12 11 Board of Directors Management Report Registered office In the interests of efficiency, we propose amending Article 3 of the Articles of Association to allow the Board of Directors to relocate the Company s registered office to any other place in the same or an adjacent department, subject to ratification of the relocation at the next Ordinary General Meeting. Corporate purpose The Company s corporate purpose has not been changed to reflect the various portfolio transfers carried out in recent years. We propose amending Article 7 of the Articles of Association to limit the scope of the Company s corporate purpose to transactions actually carried out, namely assistance, co-insurance and reinsurance (outward and inward). Audit Committee Following the creation of the Covéa SGAM Audit and Risks Committee and the decision by the Board of Directors on 23 October 2013 to discontinue the [Company s] Audit and Risks Committee to avoid these two committees carrying out the same work, we propose removing all references to the Company s Audit and Risks Committee in Article 24 of the Articles of Association and inserting a statement to the effect that, as its affiliate, the Company falls within the scope of the Covéa SGAM s Audit and Risks Committee. Events after the reporting period None. Outlook for 2014 After a year of zero growth in 2012, the French economy showed virtually no signs of growth in 2013, with GDP rising a mere 0.3% and no clear indication of improvement in the near future. One reason for this situation is the lack of dynamism in household consumption - one of the economy s traditional drivers - which fell by 0.5% in 2012 and rose by only 0.1% in In 2014, economic activity in France stands to benefit from rising demand from the eurozone, which exited recession in the second quarter of 2013 after six consecutive quarters of negative growth, as well as from the public authorities stated intention to boost the country s economy. As from 1 April, the Company will raise its auto assistance prices by an average of 1.50 before tax and its home assistance prices by an average of 1.60 before tax. In June 2013, AM Best raised the A- (excellent with stable outlook) rating that it had awarded the Company in February 2012 to A (excellent with stable outlook). Moreover, ASSURANCES MUTUELLES DE FRANCE was also rated (A) with a stable outlook by Standard & Poor s in November As from 1 April 2014, all inward business will be written directly in the name of ASSURANCES MUTUELLES DE FRANCE. The Board of Directors thanks all parties who have contributed to the results of ASSURANCES MUTUELLES DE FRANCE.

13 12 Annual Report 2013 Statutory Auditors General Report Year ended 31 December 2013 To the Members, Pursuant to our appointment by your General Meetings, we hereby submit our report relating to the year ended 31 December 2013, 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, 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 2013, and of the results of its operations for the year then ended, in accordance with French accounting principles and rules. Without qualifying our opinion, we would like to draw your attention to the point set forth in Note 3.1 to the financial statements concerning the change in accounting regulations relating to Article R amortisable securities, pursuant to the French accounting standards authority (ANC) regulation of 13 December This change did not have any impact on your Company s annual financial statements. II. Basis for our assessments In accordance with the provisions of Article L of the French Commercial Code (Code de commerce), we would like to draw to your attention the following points: 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 above note to the financial statements sets forth the methods used to estimate these items. We assessed the reasonableness of the assumptions used in the calculation models, 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 impairment and for counterparty risk arising during the financial year.

14 13 Statutory Auditors General Report We assessed the methods used to value these assets, as described in this note to the financial statements. We examined the application of these methods and the consistency of the assumptions used by your Company to determine any impairment 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, 16 April 2014 The Statutory Auditors PricewaterhouseCoopers Audit Gérard Courrèges - Michel Laforce Ernst & Young et Autres Olivier Drion

15 14 Annual Report 2013 Resolutions Combined Ordinary and Extraordinary General Meeting, 17 June 2014 Within the competence of the Ordinary General Meeting FIRST RESOLUTION The General Meeting, having heard: - the Board of Directors management report on the financial statements for the year ended 31 December 2013 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 SECOND RESOLUTION The General Meeting ratifies the amounts of compensation and reimbursement of travelling and accommodation expenses paid to Directors, Non-voting Board Members and Delegates to General Meetings in the amount of 81, for THIRD RESOLUTION The General Meeting resolves: to establish the amount of compensation to be allocated in 2014 to Directors and Non-voting Board Members for time spent in the performance of their duties at an overall amount of 72,000.00; to adopt the principle of reimbursing, at actual cost incurred and subject to documentary evidence, the travelling and accommodation expenses incurred by Directors, Non-voting Board Members and Delegates to General Meetings in performing their duties for FOURTH 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. FIFTH 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 conditions of the agreements enumerated therein. SIXTH RESOLUTION The General Meeting, having noted that the result for the year ended 31 December 2013 is a surplus of 60,076,901.26, resolves to appropriate this amount in full to the contingency reserve account. After result allocation, the contingency reserve will amount to 517,902, and the retained earnings to 350,000,

16 15 Resolutions SEVENTH RESOLUTION The General Meeting, having heard the management report, resolves to ratify the Board of Directors provisional decision at its meeting of 26 March 2014 to co-opt Alexis LEHMANN as Non-voting Board Member in replacement of Louis FRAISSE, who had resigned, for the remainder of Louis FRAISSE s term of office, namely until the close of the General Meeting of 2019 convened to approve the financial statements for the year ended 31 December Within the competence of the Extraordinary General Meeting EIGHTH RESOLUTION The General Meeting resolves, subject to approval by the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel et de Résolution), to add two paragraphs to the end of Article 3 of the Articles of Association, Registered Office, worded 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 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris. 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. The registered office may be relocated to any place in the same department or an adjacent department pursuant simply to a decision by the Board of Directors, subject to said decision s ratification at the next Ordinary General Meeting, or to any other location pursuant to a resolution of the Extraordinary General Meeting. If the Board of Directors resolves to relocate the registered office it is authorised to amend the Articles of Association accordingly. NINTH RESOLUTION The General Meeting resolves, subject to approval by the French Prudential Control and Resolution Authority, to amend the Company s corporate purpose and to word Article 7 of the Articles of Association, Purpose, as follows: Previous wording: TITLE I INCORPORATION AND PURPOSE OF THE COMPANY Article 7 - Purpose The Company may carry on direct insurance or assistance activities of any kind, except for those carried on by companies referred to in paragraph 1 of Article L of the French Insurance Code.

17 16 Annual Report 2013 It may only extend the scope of its activities to a new risk category with the authorisation of the Supervisory Authority and having established the minimum initial capital stipulated by the regulations applicable to the category into which it intends to expand. The Company may insure a number of risks of different kinds or subject to different rates under a single policy. It may operate as a co-insurer, whereby it shall cover the risks referred to above, under a single policy, jointly with one or more other insurance companies that insure against risks of the same or a different kind. The Company may have insurance policies taken out on behalf of other authorised companies with which it has signed an agreement to that end that has already been made known to the Supervisory Authority under the terms and conditions laid down in the applicable regulations. Lastly, the Company may cede for reinsurance purposes all or part of the risks that it is authorised to cover, inwardly reinsure risks of any kind covered by other insurance companies of any type or nationality and sign any joint operation or merger agreement with other mutual insurance companies. New wording: TITLE I INCORPORATION AND PURPOSE OF THE COMPANY Article 7 - Purpose The Company may carry on assistance activities falling within branch 18 as referred to in Article R of the French Insurance Code. It may only extend the scope of its activities to a new risk category with the authorisation of the Supervisory Authority and having established the minimum initial capital stipulated by the regulations applicable to the category into which it intends to expand. It may operate as a co-insurer, whereby it shall cover the risks referred to above, under a single policy, jointly with one or more other insurance companies that insure against risks of the same or a different kind. The Company may cede for reinsurance purposes part or all of the risks that it is authorised to cover, inwardly reinsure risks of any kind covered by other insurance companies of any type or nationality and sign any joint operation or merger agreement with other mutual insurance companies. The Company may also acquire and manage equity stakes in insurance or reinsurance companies. More generally, it may carry out any financial transactions, transactions in moveable property or real estate, contributions to other companies, subscriptions, purchases of securities or partnership interests, incorporate companies or carry out any other operations that relate directly or indirectly to the above purposes or that are likely to facilitate their execution or development. TENTH RESOLUTION The General Meeting resolves, subject to approval by the French Prudential Control and Resolution Authority, to remove paragraphs 5 to 10 and to add a paragraph after the current paragraph 11 of Article 24 of the Articles of Association, Responsibilities (section 1, Board of Directors ), as follows:. Previous wording: TITLE III MANAGEMENT OF THE COMPANY Section 1 - Board of Directors Article 24 - Responsibilities

18 17 Resolutions The Board of Directors is invested with the broadest powers to act in the name of the Company and to perform or delegate authority to perform any act or transaction relating to its corporate purpose. It determines the policies applying to the Company s activities and ensures their proper implementation. Subject to the powers expressly assigned to General Meetings by law, regulations and these Articles of Association and within the limits of the Company s corporate purpose, the Board considers all matters with a bearing on the Company s proper functioning and, at its meetings, decides on all issues concerning it. The Bureau of the Board of Directors, to which the Board may appoint one or two Directors, acts as the Management Committee and carries out permanent control over the Company s operations on behalf of the Board. The Chief Executive Officer attends the Bureau s meetings, to which other members of Management may be invited. Under a delegation of authority from the Board of Directors, to which it reports, the Bureau sets the remuneration of each member of General Management and defines the terms of their employment contracts. The Company has set up an audit committee, in accordance with the applicable laws. The audit committee is composed of between three and six members, appointed by the Board of Directors. At least one member of the audit committee must have specialist financial or accounting abilities and knowledge. The members of the audit committee are chosen from among the non-executive Board Directors. However, the audit committee may include at most two members who are not on the Board of Directors but whom it appoints on the basis of their abilities and knowledge. The Board of Directors appoints the members of the audit committee, who may be reappointed, yearly for a term of one year. The audit committee s operation and responsibilities are defined in internal rules established by the Board of Directors; any member may have access to these internal rules on request. The Board may decide to create committees tasked with reviewing matters that it or its Chairman refers to them. It appoints the committees members and defines their responsibilities. The committees are accountable to the Board. Directors elected by the employees are subject to the provisions of the Articles of Association, subject to any provisions to the contrary laid down by the laws and regulations expressly applicable to them. New wording:: TITLE III MANAGEMENT OF THE COMPANY Section 1 - Board of Directors Article 24 - Responsibilities The Board of Directors is invested with the broadest powers to act in the name of the Company and to perform or delegate authority to perform any act or transaction relating to its corporate purpose. It determines the policies applying to the Company s activities and ensures their proper implementation. Subject to the powers expressly assigned to General Meetings by law, regulations and these Articles of Association and within the limits of the Company s corporate purpose, the Board considers all matters with a bearing on the Company s proper functioning and, at its meetings, decides on all issues concerning it. The Bureau of the Board of Directors, to which the Board may appoint one or two Directors of its own choosing, acts as the Management Committee and carries out permanent control over the Company s operations on behalf of the Board. The Chief Executive Officer attends the Bureau s meetings, to which other members of Management may be invited.

19 18 Annual Report 2013 Under a delegation of authority from the Board of Directors, to which it reports, the Bureau sets the remuneration of each member of General Management and defines the terms of their employment contracts. The Board may decide to create committees tasked with reviewing matters that it or its Chairman refers to them. It appoints the committees members and defines their responsibilities. The committees are accountable to the Board. The Covéa Société de Groupe d Assurance Mutuelle has set up an audit and risks committee, in accordance with the applicable laws. As an affiliate, the Company falls within the scope of Covéa s audit and risks committee. Directors elected by the employees are subject to the provisions of the Articles of Association, subject to any provisions to the contrary laid down by the laws and regulations expressly applicable to them. ELEVENTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority, to replace Supervisory Authority with Regulator in point 1) of the first paragraph and in the last paragraph of Article 39 of the Articles of Association, entitled Borrowings. TWELFTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority, to replace Supervisory Authority with Regulator in the second paragraph of Article 40 of the Articles of Association, entitled Supplementary Social Loan. THIRTEENTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority, to replace Supervisory Authority with Regulator in the last paragraph of Article 42 of the Articles of Association, entitled Surplus Revenues. FOURTEENTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority, to remove the phrase and by Combined Ordinary and Extraordinary General Meetings and to add the date of this General Meeting to the end of Article 46 of the Articles of Association, entitled Applicability of the Articles of Association : Previous wording: TITLE V - SUNDRY PROVISIONS Article 46 Applicability of the Articles of Association These Articles of Association were reviewed and approved at the Extraordinary General Meeting of 27 June 1975 and amended further to deliberations at the Extraordinary General Meetings of 21 June 1985, 22 June 1990 and 27 June 1991 and at the Combined Ordinary and Extraordinary General Meetings of 24 June 1997, 30 June 1999, 28 June 2000, 27 June 2001, 27 June 2003, 29 June 2005, 21 June 2007, 10 June 2009, 3 June 2010, 11 June 2012 and 6 June New wording: TITLE V - SUNDRY PROVISIONS Article 46 Applicability of the Articles of Association

20 19 Resolutions These Articles of Association were reviewed and approved at the Extraordinary General Meeting of 27 June 1975 and amended further to deliberations at the Extraordinary General Meetings of 21 June 1985, 22 June 1990, 27 June 1991, 24 June 1997, 30 June 1999, 28 June 2000, 27 June 2001, 27 June 2003, 29 June 2005, 21 June 2007, 10 June 2009, 3 June 2010, 11 June 2012, 6 June 2013 and 17 June Resolution common to the Combined Ordinary and Extraordinary General Meetings FIFTEENTH résolution 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.

21 20 Annual Report 2013 Balance Sheet for the year ended 31 December 2013 Combined Ordinary and Extraordinary General Meeting, 17 June 2014 ASSETS 000s 31 Dec Dec Intangible assets 3 - Investments 1,397,864 1,419,601 3a - Land and buildings 111, ,600 3b - Investments in related parties and in equity-linked companies 646, ,107 3c - Other investments 590, ,498 3d - Receivables for cash deposited with cedants 49,797 51, Share of outward reinsurers and retrocessionnaires in technical reserves 11,504 3,015 5a - Reserves for unearned premiums (non-life) d - Reserves for non-life claims 11,346 2,801 5f - Reserves for profi t sharing and discounts (non-life) 5g - Equalisation reserve 5i - Other technical reserves (non-life) 6 - Receivables 7,979 6,453 6a - Receivables from direct insurance transactions aa - Premiums to be written ab - Other receivables from direct insurance transactions 6b - Receivables from reinsurance transactions 6,297 5,234 6c - Other receivables 1,862 1,398 6ca - Staff cb - State, social security organisations and public authorities cc - Other accounts receivable 1, Other assets 41,127 6,459 7a - Operating property, plant and equipment b - Current accounts and cash 41,050 6, Accruals - Assets 4,693 10,299 8a - Prepaid interest and rent 3,262 3,067 8b - Deferred acquisition costs c - Other accruals 819 6,384 Total assets 1,463,168 1,445,827

22 21 Balance Sheet liabilities & EqUITY 000s 31 Dec Dec Equity 1,154,731 1,094,654 1a - Set-up fund 177, ,609 1b - Additional paid-in capital c - Revaluation reserve 1d - Other reserves 566, ,187 1e - Retained earnings 350, ,920 1f - Profi t for the year 60,077 75, Subordinated debt 3 - Gross technical reserves 283, ,594 3a - Reserves for unearned premiums (non-life) 16,504 18,288 3b- Reserves for insurance (life) 3d - Reserves for claims (non-life) 246, ,599 3f - Reserves for profi t sharing and discounts (non-life) 3g - Equalisation reserve 3i - Other technical reserves (non-life) 20,465 20, Provisions 3,663 19, Liabilities for cash deposits received from reinsurers 1,994 2, Other liabilities 16,765 47,350 7a - Payable in relation to direct insurance transactions 7b - Payable in relation to reinsurance transactions 3,407 3,478 7d - Owed to credit institutions 7e - Other liabilities 13,358 43,872 7ea - Negotiable debt securities issued by the Company 7eb - Other borrowings, deposits and sureties received ,136 7ec - Staff ed - State, social security organisations and public authorities 2,493 3,341 7ee - Sundry creditors 9,560 2, Accruals Liabilities 2,968 1,475 Total liabilities and equity 1,463,168 1,445,827

23 22 Annual Report 2013 Income Statement for the year ended 31 December 2013 Combined Ordinary and Extraordinary General Meeting, 17 June Non-life insurance technical statement Gross Cessions and Net Net 000s transactions retrocessions transactions transactions N Earned premiums 140,385 28, , ,962 1a - Written premiums 139,582 28, , ,609 1b - Change in unearned premiums , Income from allocated investments 9,277 9,277 22, Other technical income Claims expenses -94,634-18,810-75,824-80,290 4a - Claims and costs paid -83,160-10,156-73,004-75,850 4b - Charges to claims reserve -11,474-8,654-2,820-4, Charges to other technical reserves Profit sharing 7 - Acquisition and administrative costs -35,045-7,186-27,859-28,885 7a - Acquisition costs -34,520-34,520-34,429 7b - Administrative costs c - Commissions received from reinsurers -7,186 7,186 6, Other technical charges -13,720-13,720-11, Change in equalisation reserve Technical profit/loss from non-life insurance 6,504 2,972 3,532 10, Non-technical account Operations Operations 000s Technical profit/loss from non-life insurance 3,532 10, Investment income 76, ,599 3a - Income from investments 27, ,626 3b - Other investment income 10,794 24,722 3c - Gains realised on investments 37,796 8, Income from allocated investments 5 - Investment expenses -32,796-36,302 5a - Internal and external investment management costs and financial expenses -3,268-1,712 5b - Other investment expenses -2,642-8,479 5c - Losses realised on investments -26,887-26, Income from investments transferred -9,277-22, Other non-technical income 4, Other non-technical charges -5,701-1, Exceptional items 47,384-10,768 9a - Exceptional income 47,478 9b - Exceptional expenses , Employee profit sharing 11 - Tax on profits -24, Net profit/loss for the year 60,077 75,659

24 23 Notes to the financial statements for the year ended 31 December 2013 Notes to the financial statements Combined Ordinary and Extraordinary General Meeting, 17 June Company s area of activity 2. Highlights of the year 3. Accounting principles and methods 3.1 Accounting principles 3.2 Exceptions to accounting principles 3.3 Description of accounting methods Non-life insurance transactions Premiums Reserves for unearned premiums and premium reserve (Articles R , A and A of the French Insurance Code) Claims (Art. R , R , R & R of the French Insurance Code) Acquisition costs (Article R of the French Insurance Code) Reinsurance Investments Entry costs and rules for establishing realisable values at year end Land and buildings holdings in French non-trading real estate investment or property development companie Fixed income negotiable securities Equities and other variable income securities Impairments Fixed income negotiable securities Property investments, variable income securities and other investments other than those representing the technical reserves for unit-linked policies Property investments Unlisted financial investments Listed financial investments Reserve for liquidity risk on technical commitments Investment income Financial expenses Result of disposal of investment assets Allocation of investment income Presentation of the financial result Loans and receivables Taxation

25 24 Annual Report Allocation of expenses by ultimate use Events after the reporting period Employee benefit commitments Senior executives remuneration 4. Notes to the balance sheet Information on balance sheet items ( 000s) Movements - Investments Operating property, plant and equipment Receivables maturity schedule Accruals - assets Equity Reserves Liabilities maturity schedule Accruals - liabilities Breakdown of non-life technical reserves Subordinated debt Technical reserves (amounts net of collected and estimated recoveries) Transactions with related parties and entities with which the Company has equity links Assets and liabilities in foreign currency Off-balance sheet commitments Information on the income statement ( 000s) Changes over the past three financial years in claims paid since the year of occurrence and in the outstanding loss reserve Investment income and expense Breakdown of gross premiums by geographical region Portfolio movements Breakdown of staff expenses Staff Breakdown of expenses by type and ultimate use Breakdown of non-technical income and expense Breakdown of exceptional income and expense Breakdown of income tax Available carry-forward tax deficits Deferred taxation Non-life technical result by category ( 000s) Other information ( 000s) Combined accounts Information concerning subsidiaries and associates Information on sovereign debt exposure Summary statement of investments and FFIs

26 25 Notes to the financial statements 1. Company s area of activity ASSURANCES MUTUELLES DE FRANCE is a fixed-contribution mutual insurance company with its registered office at 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris. ASSURANCES MUTUELLES DE FRANCE is regulated by the French Insurance Code. Its activity consists of carrying out insurance, reinsurance and co-insurance transactions. Pursuant to Article R of the French Insurance Code, ASSURANCES MUTUELLES DE FRANCE is authorised to operate in France in the following sectors: 18/ Assistance, 30/ Reinsurance. 2. Highlights of the year 2.1 Operations linked to Covéa s financial reorganisation Following on from the legal and financial restructuring aimed at streamlining the group s organisation through Covéa Coopérations, ASSURANCES MUTUELLES DE FRANCE disposed of equity holdings: FINCORP On 9 January 2013, ASSURANCES MUTUELLES DE FRANCE sold its 32.91% Fincorp holding to Covéa Coopérations for 20,289 thousand. As a provision had been set aside in respect of this holding, its sale did not generate any profit in GMF VIE On 21 January 2013, ASSURANCES MUTUELLES DE FRANCE sold the 240,877 GMF Vie shares it held as a result of the merger with La Cité Européenne to Covéa Coopérations for 22,410 thousand, resulting in a capital gain of 2,373 thousand. AME Life Lux On 9 January 2013, ASSURANCES MUTUELLES DE FRANCE sold this holding to Covéa Coopérations for 14,353 thousand. The sale generated a profit of 553 thousand. Covéa Coopérations On 30 October 2013, ASSURANCES MUTUELLES DE FRANCE sold 48,239 Covéa Coopérations shares to MMA IARD Assurances Mutuelles for 6,018 thousand, generating a capital gain of 5,089 thousand. Following the decisions taken at the Covéa Coopérations Board of Directors meeting of 15 November 2013, on 22 November 2013 ASSURANCES MUTUELLES DE FRANCE received an interim dividend of 9,233 thousand.