Record date
The record date for the general
extraordinary and ordinary Meeting is Monday, 26 july 2010 at 0 hour.
Voting rights are exercisable on
shares that are recorded (i) in a share account in the holder’s name or in the
name of the bank or broker registered as acting on their behalf, by the record
date (in practice, before midnight on Sunday, 25 july 2010) or (ii) in the
registered share account kept by the Company’s registrar, CACEIS Corporate
Trust, or (iii) in a bearer share account held by the accredited bank or
broker. Ownership of bearer shares
is evidenced by a certificate (attestation de
participation or attestation d’inscription en
compte) issued by
the accredited bank or broker and sent to the shareholder with the proxy
documents.
Notice of meeting and voting
forms
The notice of meeting, together with
the postal voting form/proxy form/request for an admission card, will be sent to
all holders of registered shares. Holders of bearer shares should obtain these
documents from their bank or broker.
Postal
votes
Postal votes must be received by the
Company or by CACEIS Corporate Trust, Service Assemblées, 14 rue Rouget de
Lisle, 92862
Issy les Moulineaux, Cedex 9, France by 21 May.
Cancellation of postal votes and
proxies
Shareholders who have voted by post
or given proxy may nevertheless participate in the General Meeting provided that
it is technically possible to cancel their postal vote or the
proxy.
Questions/Resolutions
Written questions to the President of
the Executive Board should be sent to the Company by registered mail, or by
e-mail to questions.ecritesag2010@cnp.fr for receipt
by 26 july Evidence of ownership of CNP shares must be provided with the
question.
Shareholders wishing to table
resolutions at the Annual General Meeting should notify the Company by
registered mail within ten days of the notice of meeting being published. They
should include with their letter a certificate evidencing their ownership of CNP
shares.
On-line
voting
To obtain the username and password
required to vote on line:
-
Holders of registered shares will
be sent a username and password by CACEIS Corporate Trust together with the
proxy documents.
-
Holders of bearer shares should
return to their bank or broker, before 22 july 2010, the document entitled
“Demande
d’attestation de participation réservée uniquement aux actionnaires au porteur
souhaitant exprimer leur mode de participation à l’AG via
l’Internet”, for onward transmission
to CACEIS Corporate Trust, which will send back the username and
password.
Votes may be cast on-line at www.cnp.fr
from 1st to up to 3 p.m. on 28 july 2010, Paris time.
Summary
presentation of the resolutions tabled at the General Meeting of 29 July
2010
Resolution
1
Approval of the contribution to Sevriena 1 of the CNP Trésor
group pensions business and network, valued at €283,166,390. Sevriena 1 will
acquire assets of €2,598,024,364 and will assume liabilities of
€2,314,857,974.
As consideration for the contributed net assets, CNP
Assurances will receive 411,511,390 Sevriena 1 shares with a par value of
€0.176, to be issued cum rights from 1 January 2010.
The contribution
will be effective from 1 January 2010 and all transactions carried out by the
business during the period from 1 January 2010 to the completion date will be
considered as having been carried out for the benefit and at the expense of
Sevriena 1.
The transaction is subject to the following conditions
precedent:
1. Signature, on terms that are acceptable to CNP Assurances
and Malakoff Méderic, of the shareholders’ agreement, marketing agreement,
warranty, and CNP Trésor distribution agreement.
2. Issue to Sevriena 1
of a licence to write insurance business by France’s insurance
supervisor.
3. Approval by France’s banking and insurance supervisor of
the transfer of the group pensions business.
4. Approval of the
transaction by France’s anti-trust authorities.
5. Approval by France’s
securities regulator of the indirect change in the ownership structure of
Fongépar Gestion Finance, a fund manager, resulting from the transfer of
Fongépar shares to Sevriena 2.
6. Approval by
France’s banking and insurance supervisor of the change in the ownership
structure of the Fongépar and FES investment firms, resulting from the transfer
of Fongépar and FES shares to Sevriena 2.
7. Approval by France’s banking
and insurance supervisor of the change in the ownership structure of Médéric
Epargne resulting from the transfer of Médéric Epargne shares to Sevriena
1.
8. The obtention of tax allowances under Article 210 B 3° of the
French General Tax Code for those assets transferred following the partnership
transaction that are eligible for tax advantages under Article 210 A of the
Code.
9. Termination of the Fongépar shareholders’ agreement.
10.
Termination of the Médéric Conseil and Médéric Epargne shareholders’
agreement.
11. Acceptance of Sevriena 1 as a member of the GPA and I.CDC
intercompany partnerships by these entities’ boards.
12. Acceptance of
Sevriena 1 as a member of the S12M intercompany partnership by this entity’s
board.
13. Written agreement from Inter Expansion and Interfi, members of
the Gestion de l’Epargne Salariale intercompany partnership alongside Fongépar
and Fongépar Gestion Financière, that the partnership and resulting transactions
do not constitute events disqualifying Fongépar and Fongépar Gestion Financière
from being members of Gestion de l’Epargne Salariale.
14. Absence of any
impact on the situation of civil servants seconded to Sevriena 1.
15.
Publication of a decree authorising the transfer of the CNP Trésor group pension
assets by CNP Assurances to Sevriena 1 and the transfer of Fongépar shares by
CNP IAM to Sevriena 2.
16. Delivery by Malakoff Médéric to CNP Assurances
of computer files containing data extracted from the Malakoff Médéric member
database for use in implementing the marketing plan provided for in the business
plan.
17. Adoption of this resolution by CNP Assurances’s shareholders,
approving the asset contribution.
18. Approval by Sevriena 1 shareholders
of (i) the capital reduction referred to in article 9.1 of the asset
contribution agreement, (ii) the asset contributions required to implement the
partnership, as described in the partnership agreement, including the CMAV,
Médéric Prévoyance and Quatrem insurance books, as described in Appendix 22 of
the asset contribution agreement, and (iii) the new articles of association of
Sevriena 1, as provided for in the partnership agreement.
19. Approval by
the shareholders or managing bodies or any other Malakoff Médéric entities of
any assets to be transferred by them to Sevriena 1 in order to implement the
partnership.
Resolution
2
Approval of any utilisations of the merger premium, in the
amount of €210,740,385.36, that may be submitted to Sevriena 1 shareholders for
approval, including the deduction from the premium of any and all costs
generated by the asset contribution and any amounts that Sevriena 1 shareholders
may decide to transfer to other reserve accounts.
Resolution
3
Powers
for the Board to carry out the formalities related to the asset
contribution.
Resolution
4
Ratification of the appointment to the Board of Olivier Klein,
following the resignation of Alain Lemaire. Olivier Klein has been appointed for
the remainder of Alain Lemaire’s term, expiring at the close of the 2012 Annual
General Meeting.
Resolution
5
Standard resolution giving powers to carry out
formalities.
cnp.fr
