Instruction No. 2012-I-06 of November 13, 2012, Regarding the Composition of the File for an Amendment to a Substitution Agreement

PRUDENTIAL CONTROL AUTHORITY Instruction No. 2012-I-06 of November 13, 2012 Regarding the Composition of the File for an Amendment to a Substitution Agreement

The Prudential Control Authority, Having regard to the Mutual Insurance Code, particularly Articles L. 211-5, R. 211-23, and A. 211-3; Having regard to the Monetary and Financial Code, particularly Article R. 612-21; Having regard to the opinion of the Prudential Affairs Advisory Committee dated October 30, 2012; Decides:

Article 1 – The file for an amendment to the substitution agreement provided for in Article L. 211-5 of the Mutual Insurance Code shall consist of the elements defined in the annex to this instruction.

Article 2 – The amendment file shall be sent in two copies to the following address: General Secretariat of the Prudential Control Authority 61 rue Taitbout 75436 Paris Cedex 09

Paris, November 13, 2012

The President of the Prudential Control Authority, [Christian NOYER]

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Annexes to Instruction No. 2012-I-06 COMPOSITION OF THE FILE RELATING TO THE AMENDMENT OF A SUBSTITUTION AGREEMENT

Article L. 211-5 of the Mutual Insurance Code provides that "any modification of the substitution agreement is subject to the prior authorization of the Prudential Control Authority." It also states that "organizations that have substituted for others are required to inform the ACP at the latest 2 months before the modification or termination of the agreement." Within this timeframe, the file for an amendment to a substitution agreement, composed of the following documents, shall be transmitted to the ACP in duplicate.

a) The approval decision or a copy of the approval request for the mutual organization or union. b) A copy of the statutes, regulations, and collective contracts detailing the benefits guaranteed by the mutual organization or union. c) The substitution agreement and the draft amendment thereto. d) The name and address of the registered office of the transferring organization. e) The decisions of the general assemblies of both organizations authorizing the modification of the agreement. f) For both organizations, the balance sheet and income statement for the most recent known fiscal year, as well as the amounts and beneficiaries of off-balance sheet commitments by category. g) For the mutual organization or union, the projected balance sheet and income statement for the fiscal year following the signing of the amendment, as well as the amounts and beneficiaries of off-balance sheet commitments by category, accompanied by supporting documents for the transfer of off-balance sheet commitments carried out or planned since the close of the most recent known fiscal year. h) Reinsurance treaties or draft treaties for commitments taken by the mutual organization or union, and documents by which reinsurers give their agreement on the amounts or proportions of risks or claims covered by them. i) A justified statement of commitments taken or assumed according to the model attached in Annex I, a calculation table for the solvency margin requirement according to the model attached in Annex II, and a table of elements constituting the margin according to the model attached in Annex III.

Prudential Control Authority 2

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Annex I Consolidated Statement of Commitments Taken or Assumed by a Mutual Organization or Union Substituting for Other Mutual Organizations, Prepared Based on the Most Recent Available Fiscal Year (in euros)

COMMITMENTS PROVISIONS MATHEMATICAL and Management OTHER TECHNICAL PROVISIONS * TOTAL TECHNICAL PROVISIONS (in euros) Gross Net Gross Net Gross Net Non-life Operations Healthcare Daily Allowances Disability-Dependence Unemployment Accidental Death Other Guarantees (to be specified) Total of provisions corresponding to commitments not linked to the duration of human life (in euros) Life Operations Death from all causes Survivor Annuities Retirement Savings Other Guarantees (to be specified) Total of provisions corresponding to commitments linked to the duration of human life (in euros) Total (in euros)

• Life Operations: participation in surpluses, financial risks, acquisition costs, capitalization, maturity, equalization. Non-life Operations: unearned premiums and risks in course (linked to premiums received in advance), capitalization, benefits to be paid, increasing risks, maturity, equalization, reinsurance of life operations.

Prudential Control Authority 3

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Amount of Capital at Risk (Total of Death Guarantees Subscribed) Amount before Reinsurance Cession Amount after Reinsurance Cession

N.B.: Provisions must be justified by actuarial studies attached to the file, prepared by persons whose qualifications and diplomas will be indicated. These studies must indicate the elements on which they were established, particularly the number of contributors and beneficiaries, tariffs, benefit amounts, tables, and discount rates.

Prudential Control Authority 4

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Annex II Calculation of the Solvency Margin Requirement for Unions and Mutual Organizations Assuming Commitments of Other Mutual Organizations (in euros) (*)

ORGANIZATIONS (name and identification number) GROSS PREMIUMS EXCLUDING VAT of the last fiscal year* (excluding operations linked to the duration of human life) AVERAGE of gross benefits of the last three fiscal years (excluding life operations) Organizations substituting for other mutual organizations Organizations transferring their commitments via substitution: – mutual organization or union 1 – mutual organization or union 2 – etc. Mutual organizations and unions to merge with the assuming organization: – mutual organization or no. 1 – mutual organization or no. 2 – etc. Consolidated Total For the assuming organization (in euros)

• For mutual organizations previously reinsured by the assuming organization, indicate net benefits and premiums (to avoid counting the same amount twice). For mutual organizations to be guaranteed by the assuming organization, indicate only the benefits and premiums related to the risks covered by the substitution agreement.

(*) the substituting organization

Solvency margin requirement based on gross premiums related to non-life operations and complementary guarantees of operations under branches 20 to 22: the total of the two premium tranches (up to €10 million and above €10 million) is multiplied by the ratio of the latest net benefits to the latest gross benefits, this multiple not being less than 0.50.

Assuming organization's premiums in the last fiscal year (excluding life operations) Gross Amount Net Amount (**) Net/Gross Ratio 1st tranche (18% up to €10 million) 2nd tranche (gross premiums – €10 million) x 16% Total of the two tranches multiplied by net/gross ratio

(**) net amount of reinsurance

Prudential Control Authority 5

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Solvency margin requirement based on the three-year average of gross benefits related to non-life operations and complementary guarantees of operations under branches 20 to 22: the total of the two benefit tranches (26% of the average benefits up to €7 million and 23% above) is multiplied by the ratio of the latest net benefits to the latest gross benefits, this multiple not being less than 0.50.

Assuming organization's benefits in the last fiscal year (excluding life operations) Gross Amount Net Amount** Net/Gross Ratio 1st tranche (26% of €7 million) 2nd tranche (average benefits – €7 million) x 23% Total of the two tranches multiplied by net/gross ratio

For the non-life margin, retain the higher of the two results above.

Solvency margin requirement for life operations (total of the two results below) 1st RESULT BASED ON MATHEMATICAL AND MANAGEMENT PROVISIONS FOR LIFE OPERATIONS (cf. Annex I) Gross Amount Net Amount Net/Gross Ratio 1st result = (4% of gross amount) x (net/gross ratio)*

• If the net/gross ratio is less than 0.85, retain 0.85. Moreover, when there is no investment risk for investment funds (***), collective funds, and savings expressed in unit-linked accounts, multiply provisions by 1% (instead of 4%).

(***) borne by the insurer

2nd RESULT BASED ON CAPITAL AT RISK or total of death guarantees subscribed (cf. Annex I) Gross Amount Net Amount Net/Gross Ratio 2nd result = (0.3% of gross amount) x (net/gross ratio)*

• If the net/gross ratio is less than 0.50, retain 0.50. Moreover, for temporary death guarantees, multiply capital at risk by 0.1% (instead of 0.3%) if the maximum duration is 3 years, and by 0.15% if it is 4 or 5 years.

The global margin requirement is equal to the total of life and non-life margins calculated above.

N.B.: If the "net/gross" ratios must decrease for the fiscal year following the signing of the agreement, complete a 2nd statement.

Prudential Control Authority 6

Instruction No. 2012-I-06 Regarding the Composition of the File for an Amendment to a Substitution Agreement Prudential Control Authority 7 Annex III Consolidated Statement Based on the Most Recent Available Fiscal Year and Commitments Received by the Assuming Organization on the Date of Filing the File, of the Elements of the Projected Solvency Margin for Mutual Organizations and Unions Assuming Commitments of Other Mutual Organizations (in euros)

ORGANIZATIONS (name and identification number) OWN FUNDS at the end of the last fiscal year (excluding increase provided in the column below) INCREASE IN OWN FUNDS by asset contributions to the assuming organization1 before the end of the fiscal year following the assumption of commitments PARTICIPATORY TITLES or subordinated titles issued by the assuming organization and not repaid before the end of the fiscal year following the assumption of commitments Assuming Organization (union or mutual organization called to substitute for other mutual organizations) Mutual organizations and unions entering into a substitution agreement with the assuming organization A including those with indefinite duration: B including those with indefinite duration: etc. Mutual organizations and unions having decided to merge with the assuming organization 1 2 etc. Other organizations subscribing to titles issued by the assuming organization or providing it with own funds 1° including those with indefinite duration: 2° including those with indefinite duration: etc. Consolidated Total for the assuming organization including those with indefinite duration: PROJECTED MARGIN including own funds of the last fiscal year (excluding loans for FE and FD) including loans for establishment funds (FE) or development funds (FD) Participatory or subordinated titles (issued or to be issued) Subsequent Contributions (realized or promised) Including PROJECTED RESULTS Including DEFERRED GAINS2

1 Asset transfers for technical provisions are not included in this category, nor are prior contributions to own funds (already included in the previous column). 2 Detailed by categories of securities and justified by a certificate from a statutory auditor.