Paris, 29 june 2012
At the Annual General Meeting of CNP Assurances held on 29 June 2012 in Paris, shareholders approved the Company's financial statements for the year ended 31 December 2011 and adopted all the resolutions put to the vote.
Among the ordinary resolutions, shareholders voted to pay a dividend per share of €0.77, unchanged from 2010, with a scrip dividend option.
Among the extraordinary resolutions, certain changes to the articles of association were approved allowing for the phased introduction over the next five years of a system whereby directors and non-voting directors will retire by rotation.
This new arrangement is in line with the recommendations of the Afep-Medef corporate governance code for listed companies.
Shareholders also approved the proposals made by the Board of Directors concerning the election or re-election of the sixteen directors and three non-voting directors whose term expired at the end of the Annual General Meeting.
The new membership of the Board of Directors is as follows:
Representing Caisse des dépôts et consignations (6 directors):
- Caisse des dépôts et consignations, represented by Anne-Sophie Grave, re-elected at the Meeting
- Antoine Gosset-Grainville, André-Laurent Michelson and Franck Silvent, re-elected at the Meeting
- Virginie Chapron du Jeu and Michel Bouvard, elected at the Meeting
Representing Sopassure (5 directors, including four standing for re-election at the Annual Meeting):
- Sopassure, represented by Marc-André Feffer, re-elected at the Meeting
- Jean-Paul Bailly, Olivier Klein and Philippe Wahl, re-elected at the Meeting
- François Pérol, whose term expires in 2014.
Representing the French State (1 director):
- French State, represented by Ramon Fernandez, re-elected at the Meeting
Representing employee-shareholders (1 director):
- Philippe Baumlin, re-elected at the Meeting
Independent directors (4 directors)
- Marcia Campbell, Stéphane Pallez and Henri Proglio, re-elected at the Meeting
- Jean-Paul Faugère, elected at the Meeting.
Following the General Meeting, the three non-voting directors are:
- Pierre Garcin and Jacques Hornez, re-elected at the Meeting
- Alain Quinet, elected at the Meeting
A new Chairman of the Board of Directors and an acting Chief Executive Officer
At the meeting held immediately after the Annual Meeting on 29 June, the Board decided the membership of the three Committees of the Board and followed the recommendations of the Remunerations and Nominations Committee by deciding to maintain the separation between the positions of Chairman of the Board and Chief Executive Officer. A new Chairman and an acting Chief Executive Officer were appointed during the meeting.
Jean-Paul Faugère was appointed Chairman of the Board of Directors for the duration of his term as a director expiring at the close of the Annual Meeting to be called to approve the financial statements for the year ending 31 December 2016.
Antoine Lissowski was appointed acting Chief Executive Officer for the period up to the next Board meeting scheduled for 26 July.
The Board also confirmed Hugues de Vauplane’s appointment as secretary to the Board of Directors and to the Committees of the Board.
Lastly, the Board decided that the membership of the Committees of the Board would be as follows:
Audit and Risks Committee
Stéphane PALLEZ (President) *
Philippe BAUMLIN **
Marcia CAMPBELL *
Virginie CHAPRON du JEU
Olivier KLEIN
Philippe WAHL
*independant director within the meaning of the AFEP-MEDEF Corporate Governance Code
Remunerations and Nominations Committee
Henri PROGLIO (President) *
Jean-Paul BAILLY
Jean-Paul FAUGERE *
Antoine GOSSET-GRAINVILLE
François PEROL
*independant director within the meaning of the AFEP-MEDEF Corporate Governance Code
Strategy Committee
Jean-Paul FAUGERE (President) *
Marc-André FEFFER
Anne-Sophie GRAVE
Antoine GOSSET-GRAINVILLE
Olivier KLEIN
*independant director within the meaning of the AFEP-MEDEF Corporate Governance Code
2012 Investor Calendar:
Payment of the dividend:
- Ex-dividend date: Tuesday, 3 July 2012
- Scrip option election period: 3 to 17 July 2012 (inclusive). If no election is made during this period, the dividend will be paid in cash
- Dividend payment date: from 24 July 2012
Financial results:
- First-half 2012 revenue and net profit: Friday, 27 July 2012 at 7:30 am
- Nine-month 2012 revenue and profit indicators: Wednesday, 14 November 2012 at 7:30 am