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01. MAIN DOCUMENTCHAPTER 1RESPONSIBILITY FOR THIS REFERENCE DOCUMENTAND AUDITS1.1.1 :: Responsibility for thereference documentBruno Rousset, Chairman and CEO of APRIL GROUP.1.1.2 :: Statement of responsibilityfor the reference documentI certify that, having taken all reasonable measuresto this effect, the information contained in the presentreference document is, to the best of my knowledge, fairand accurate in all material respects and free from anyomissions that could alter its substance.To the best of my knowledge, the financial statementshave been drawn up in accordance with the accountingstandards applicable and faithfully reflects the assets,liabilities, financial position and earnings of thecompany and all of the consolidated companies andthe management report faithfully reflects the changingbusiness, earnings and the financial position for thecompany and all consolidated companies, as well as adescription of the main risks and uncertainties faced.I have received a completion letter from the StatutoryAuditors in which they indicate that they have verified theinformation relating to the financial position and financialstatements given in the present reference document andthat they have reviewed the entire document.The financial information presented in the referencedocument has been covered by reports drawn up by theStatutory Auditors, as presented on pages 207 and 234of this reference document, which do not contain anyobservations.The Chairman and CEO,Bruno RoussetLyon, March 15 th , 20101.1.3 :: Responsibility for audits ofthe financial statementsIncumbent Statutory Auditors:Cabinet MAZARS – Le Premium - 131 boulevardStalingrad – 69624 Villeurbanne Cedex.Represented by Gilles MagnanAppointed at the Combined General Meeting on April24 th ,2008.First appointed at the Ordinary General Meeting on April16 th , 1996.Term-of-office ending at the Ordinary General Meetingconvened to approve the financial statements for theyear ending December 31 st , 2013.Part of Compagnie Régionale des Commissaires auxComptes, Lyon.Cabinet DELOITTE & ASSOCIES - 185 avenue Charlesde Gaulle – 92201 Neuilly-sur-Seine.Represented by Jean-Claude LEMAIREAppointed at the Combined General Meeting on April24 th , 2008.First appointed at the Ordinary General Meeting on April27 th , 2006.Term-of-office ending at the Ordinary General Meetingconvened to approve the financial statements for theyear ending December 31 st , 2013.Part of Compagnie Régionale des Commissaires auxComptes, Versailles.RESPONSIBILITY FOR THIS REFERENCE DOCUMENTAND AUDITSPART015

01. MAIN DOCUMENTDeputy Statutory Auditors:Michel BARBET-MASSIN – 61, rue Henri Regnault –92931 Paris La Défense CedexAppointed at the Combined General Meeting on April24 th , 2008.Term-of-office ending at the Ordinary General Meetingconvened to approve the financial statements for theyear ending December 31 st , 2013.Part of Compagnie Régionale des Commissaires auxComptes, Versailles.Cabinet BEAS - 7/9 Villa Houssay - 92200 Neuilly-sur-Seine.Appointed at the Combined General Meeting on April24 th , 2008.Term-of-office ending at the Ordinary General Meetingconvened to approve the financial statements for theyear ending December 31 st , 2013.Part of Compagnie Régionale des Commissaires auxComptes, Versailles.1.1.5 :: Documents availableto the publicFor the term of the present reference document,the bylaws, Statutory Auditors’ reports and financialstatements for the last three years, as well as all otherreports, letters and other documents and historicalfinancial information on the company and its subsidiariesover the last three financial years, valuations and reportsdrawn up by an auditor, when required under Frenchlaw, and any other legally required documents may beconsulted at the company’s registered office.1.1.4 :: Disclosure policyPeople responsible for financial information::: Marc Le DozeChief Financial Officer, APRIL GROUPTel. +33 (0)4 72 36 18 98:: Jean- Marc AtlanKaeliaTel. +33 (0)4 72 00 35 81RESPONSIBILITY FOR THIS REFERENCE DOCUMENTAND AUDITSPART016

01. MAIN DOCUMENTCHAPTER 1.2GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITAL1.2.1 :: General informationon the company1.2.1.1 :: Corporate names and head officeCorporate name: APRIL GROUP, formerly APRIL SA.APRIL SA became APRIL GROUP at the CombinedGeneral Meeting on March 31 st , 2000, with theformer name of APRIL SA being AGLAE. AGLAE tookthe name APRIL SA after the merger of its GROUPAPRIL subsidiary on April 3 rd , 1997.Head Office: 83-85, boulevard Marius Vivier Merle 69003Lyon - FRANCE.1.2.1.2 :: Legal formFrench limited company (société anonyme) with a Boardof Directors governed by Articles L.225-17 to L.225-56 ofthe French commercial code, in accordance with the legalstructure adopted at the Extraordinary General Meeting onAugust 28 th , 2007.1.2.1.3 :: Applicable legislationAPRIL GROUP SA is a company operating under Frenchlaw, subject to the provisions of Book II (Livre II) ofthe French Commercial Code governing commercialcompanies.1.2.1.4 :: Date of creation and duration of the companyThe company was incorporated on February 22 nd , 1990for a period of 99 years, ending May 31 st , 2089, exceptin the event of early dissolution or extension. It wasregistered on June 1 st , 1990.1.2.1.5 :: Corporate PurposeAccording to Article 3 of the company bylaws, in Franceand abroad, the company’s purpose is the following:- Acquisition of interests and holdings by any and allmeans, contributions of assets, subscriptions, purchasesof equities, bonds and any and all corporate rights incompanies, businesses, or commercial undertakings,- Studies of transferable, real, industrial or commercialproperty,- Creation of groups, entities, associations, companies,- Brokerage and presentation of insurance operations inany form,- Any and all audits of insurance or risks, support fornetworks of professional insurance correspondents;policy management,- Assistance, advice, training and communication,- Directly or indirectly, on its own behalf or on behalf ofthird parties, either alone or with third parties, throughthe creation of new companies, asset contributions,partnerships, subscriptions, purchases of shares orrights, mergers, alliances, joint ownerships or takingor placing under lease or management any property orrights, or otherwise,- And generally, any and all financial, commercial,industrial, civil, real or transferable property operationsdirectly or indirectly related to one of these specifiedpurposes or to any corporate asset.1.2.1.6 :: Trade and company registerThe company is registered in the Lyon trade and companyregister under number 377 994 553. Its APE code is6420Z.GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART017

01. MAIN DOCUMENT1.2.1.7 :: Fiscal yearThe fiscal year lasts 12 months and runs from January1 st to December 31 st .1.2.1.8 :: Form of sharesFully paid-up shares may be held as registered or bearershares, as requested by the shareholder. They give riseto account registration under the terms, conditions andprocedures provided for under French law.1.2.1.9 :: General MeetingsUnder Article 19 of the bylaws, General Meetings areconvened as provided for under French law.In accordance with the provisions of Article R. 225-85of the French commercial code, transposed in Article 21of the bylaws, the right to take part in General Meetingsis subject to securities being registered in the nameof the shareholder or their intermediary by 0h00 (Paristime) on the third working day before the meeting,either in the registered securities accounts held by thecompany, or in the bearer securities accounts held by anauthorized intermediary, as justified in accordance withthe regulations in force.1.2.1.10 :: Rights associated with share - Dual voting rightsPursuant to Article 12 and 23 of the company bylaws, allshares shall be indistinguishable in terms of their categoryand rights both in respect of the distribution of profits and anydividends paid on liquidation. The voting rights associatedwith shares are proportional to the share capital representedby the shares. At General Meetings, each share carries theright to a single vote.Pursuant to a resolution adopted at the ExtraordinaryGeneral Meeting on December 11th, 2003, a voting rightthat is twice that conferred on other fully paid-up shares inrespect of the share capital they represent is granted to allshares that have been registered for at least four years in thename of the same shareholder. In addition, in the event of acapital increase through the incorporation of reserves, profitsor issue premiums, dual voting rights shall be granted uponissue for registered shares freely allocated to a shareholderby way of new shares for which they are entitled to this right.Except in cases provided for under French law, any shareconverted over to the bearer system or transferred over toanother owner loses its double voting right.1.2.1.11 :: Statutory thresholdsPursuant to Article 10 of the company bylaws anyshareholder acting alone or in concert that directly orindirectly acquires at least 2.5% of the share capital orvoting rights, or any multiple thereof, must duly informthe Company of its interest within five working daysby registered mail (with delivery receipt) sent to theCompany’s head office.Shareholders must duly inform the Company under thesame conditions each time that their interests increase ordecrease by any multiple of 2.5%.If shareholders fail to make such declarations inaccordance with the aforementioned conditions, theshares in excess of the fraction that should have beendisclosed will not be entitled to voting rights at GeneralMeetings under the conditions required by law, wherethe non declaration has been acknowledged and whereone or more shareholders with at least 5% of the sharecapital or voting rights make a request to this effect.In addition to the above obligation, shareholders mustcomply with the mandatory disclosure thresholdsapplicable under the legislation in force.1.2.1.12 :: Identification of bearer shareholdersPursuant to legal and regulatory requirements, thecompany may at any time ask the responsible clearingorganization for the name, nationality and addressof holders of bearer shares in the company entitlingthem immediately or at a later time to a vote in GeneralMeetings, as well as the quantity of shares held by eachone, and if necessary, any restrictions to which the saidshares may be subject.1.2.1.13 :: Distribution of profits (Article 29 of the companybylaws) and payment of dividends (Art. 30)The amount needed to create the legal reserve underthe terms and conditions provided for by the law iswithdrawn from fiscal year profits less any prior yearlosses as relevant.Distributable profit comprises profit for the fiscal year lessformer years’ losses and any amounts placed in reservespursuant to law and company bylaws, plus retainedearnings. The General Meeting votes on the allocation ofdistributable profits. It decides on the portions that willrespectively be allocated to reserves, shareholders in theform of a dividend, and retained earnings.GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART018

01. MAIN DOCUMENTFor all or a portion of the dividend paid or advanceson dividends, the General Meeting has the option ofgranting each shareholder the choice between paymentof the dividend or advances on the dividend in shares orcash under the terms and conditions provided for underFrench law.Article L.27 of the French state domain code (Code duDomaine de l’Etat) specifies that dividends relating toshares are in principle subject to limitation by a lapse oftime further to a five-year period. Dividends that havereached the end of the five-year limitation period mustbe paid back to the State.1.2.1.14 :: Company management and supervisory bodiesExecutive management (Article 15 of the companybylaws):Executive management is performed, under hisresponsibility, either by the Chairman of the Board ofDirectors or by another individual selected from amongthe Board members or externally, serving as the ChiefExecutive Officer.The Board of Directors chooses between thetwo conditions for the performance of executivemanagement. It may modify its choice at any time.In each case, it notifies the shareholders and thirdparties in accordance with the regulations in force.If the Chairman performs the functions of the ChiefExecutive Officer, the provisions of these bylaws relativeto the Chief Executive Officer will apply to the Chairman.When executive management functions are notperformed by the Chairman of the Board of Directors,the Board of Directors appoints a Chief Executive Officer,subject to the same age limit as that set for the Chairman.The Chief Executive Officer is invested with the broadestpowers to act in the Company’s name under allcircumstances, within the limits of the corporate purposeand subject to the powers expressly granted under Frenchlaw for Board of Directors and shareholder meetings.As proposed by the Chief Executive Officer, the Boardof Directors may appoint from one to five Deputy ChiefExecutive Officers. The age limit for serving as Chairmanalso applies to positions as Deputy Chief ExecutiveOfficers.In relation to third parties, the Deputy Chief ExecutiveOfficers have the same powers as the Chief ExecutiveOfficer.In line with the company’s internal organization, thepowers of the Chief Executive Officer and DeputyChief Executive Officers may be limited by the Board ofDirectors, although such a limitation is unenforceableagainst third parties.Board of Directors (Article 14 of the company bylaws):The Company’s administration is handled by a Board ofDirectors made up of a minimum of 3 and a maximumof 18 members; however, this maximum number may beincreased to 24 in the event of a merger under the legalconditions in force.If the capital held by employees of the company andaffiliates in connection with the company savings schemerepresents more than 3% of the share capital, a Directoris appointed under the conditions set by French lawand the regulations in force from among the employeeshareholders or the employees who are members of theSupervisory Board of the company mutual fund holdingthe shares. Such a Director is not taken into accountwhen determining the minimum and maximum numbersof Directors.Except for cases when not required under French law,each Director must own at least one share.Directors are appointed for a two-year term of office.They may be reappointed. However, the term of officeof any individual member shall as of right be terminated,without any possibility for renewal, further to the ordinarygeneral shareholders’ meeting convened to approve thefinancial statements for the past financial year held in theyear during which the member in question reaches the ageof 75.The Board of Directors is convened by the Chairman onhis initiative and, if he is not responsible for executivemanagement, as requested by the Chief Executive Officer,or, if the Board has not met for more than two months, asrequested by at least one third of the Directors. Directorsmay be convened by any means, indicating the agendathat has been set by the author of the notice to attend.GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART019

01. MAIN DOCUMENTMeetings are held at the registered office or at any otherlocation indicated in the notice to attend.For deliberations to be valid, at least half of the Boardmembers must effectively be present. Under the bylaws,Directors participating in the Board meeting usingvideoconferencing or telecommunications facilities inaccordance with the limits and conditions set under thelegislation and regulations in force may be deemed to bepresent for calculating the quorum and majority. Suchvideoconferencing and telecommunications facilities maynot be used when:- Drawing up the annual and consolidated financialstatements;- Drawing up the company’s management report and, asrelevant, the Group’s management report;- Selecting the conditions for the performance of executivemanagement;- Appointing and dismissing the Chairman, Chief ExecutiveOfficer and Deputy Chief Executive Officers.Decisions are subject to a majority of votes for memberspresent or represented. In the event of a tie, the Chairmanof the session has a casting vote.At each meeting, the Board may appoint a secretary, whomay be selected from outside of the Directors.The Board of Directors determines the strategies for thecompany’s business and oversees their implementation.Subject to the powers expressly granted for shareholdermeetings and in accordance with the corporate purpose,it reviews all matters concerning the company’s effectiveoperations and rules on the affairs concerning it throughits deliberations.It carries out the controls and verifications that it deemsnecessary.Among its specific powers, it authorizes the agreementsand commitments defined by French law and morespecifically any commitments made to the Chairman,Chief Executive Officer or Deputy Chief Executive Officersconcerning compensation, allowances or benefits due orlikely to be due when they end or change functions, or atany time thereafter.From among its members, the Board elects a Chairman,and determines his compensation.The Chairman of the Board of Directors organizes andoversees its work, which he reports on at the GeneralMeeting. He ensures that the company’s various bodiesoperate effectively and more specifically ensures that theDirectors are able to perform their missions.The Board may appoint one or more vice-chairmen,exclusively with a view to chairing Board sessions andGeneral Meetings in the event of the Chairman’s absence.1.2.2 :: General informationon the SHARE CAPITAL1.2.2.1 :: Changes in the share capital and rightsassociated with sharesAny changes in the share capital or the rights associatedwith shares comprising the share capital are governed bythe legal provisions in force, with the company bylawshaving no specific provisions thereon.Acquisition by the company of its own sharesPursuant to a resolution adopted at the CombinedGeneral Meeting held on April 23 rd , 2009, the companymay trade its own shares on the market in accordancewith the provisions of Article L.225-209 of the FrenchCommercial Code up to a maximum of 5% of the sharecapital, adjusted as relevant in order to factor in anycapital increase or reduction operations that may becarried out during the course of the program, for thepurpose of:- Coordinating the secondary market or liquidity ofthe APRIL group share through an investment serviceprovider based on a liquidity agreement in line with theAMAFI compliance charter approved by the AMF,- Keeping the shares purchased and delivering themsubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of the sharecapital,- Covering stock-option schemes and other forms ofallocating shares to the Group’s employees and/orcorporate offices, notably in connection with companyprofit-sharing systems, a company savings scheme orthe free allocation of shares,GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0110

01. MAIN DOCUMENT- Covering marketable securities entitling holders to theallocation of company shares in line with stock marketregulations;- Canceling any shares acquired as authorized, subject tothe authorization to be given by this General Shareholders’Meeting held on April 24 th , 2008 in its 16 th extraordinaryresolution.The maximum purchase price is set at 80 euros per share(of 0.4 euro nominal value)At February 26 th , 2010, total purchases made underthis program stood at 11,469,120.64 euros for 433,525shares, while the total number of shares sold amountedto 430,016 for a total of 11,533,975.16 euros.7,480,723 euros and a book value of 11,191,622.50euros.1.2.2.2 :: Share capital at March 4 th 2010Number of shares: 40,894,135 ordinary sharesPar value: 0.40 euroAmount of the share capital: 16,357,654 euros (fully paidup).1.2.2.3 :: Authorized and unissued share capitalThe Company’s Board of Directors may increase theshare capital under the following authorizations:The transactions were carried out within the range of16.30 euros for the minimum sales price and 41.32 eurosfor the maximum purchase price.At February 26 th , 2010, the company directly andindirectly held 7,480,723 APRIL GROUP shares (0.78%of the share capital). These shares have a par value ofGENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0111

01. MAIN DOCUMENTDateof the EGM(c)AUTHORI-ZATIONAND DATEAuthorizedamountPreviousyearsincreasesIncreasescarried outover theyearResidualamount onMarch 4 th ,2010Authorization toincrease the capital withpreferential subscriptionrights maintainedand/or through theincorporation ofreserves, profits or issuepremiumsAuthorization to increasethe capital througha public offer withpreferential subscriptionrights waivedAuthorization toincrease the capital withpreferential subscriptionrights waived in favor ofmembers of a companysavings schemeAuthorization to increasethe capital in paymentfor securities acquisitionAuthorization to issuewarrantsAuthorization to grantfree shares to be issuedApril 24 th , 2008 June 24 th , 2010 € 10,000,000 (a) N / AApril 24 th , 2008 June 24 th , 2010 € 10,000,000 (a) N / A--€ 10,000,000(a)€ 10,000,000(a)April 24 th , 2008 June 24 th , 2010 € 500,000 N / A - € 500,000April 24 th , 2008 June 24 th , 2010 10 % of theshare capitalApril 24 th , 2008 June 24 th , 2011 5 % of theshare capitalApril 24 th , 2008 June 24 th , 2011 5 % of theshare capitalN / A - 10 % of theshare capital(b) (c) 4.3 % of theshare capital(d) -4.71 % of theshare capital(a) Joint cap.(b) The authorization given to the Board of Directors on April 24 th , 2008 was used with two schemes issued in 2008. No options issued under these schemes wereexercised in 2009. The maximum capital increase associated with these four schemes represents 21,000 euros.(c) The authorization given to the Board of Directors was used with four schemes issued in 2009. No options issued under these schemes were exercised in 2009.The maximum capital increase associated with these four schemes represents 96,200 euros.(d) The authorization given to the Board of Directors has been used with one scheme issued, awarding 50 existing shares per beneficiary, which will only bedefinitively vested after a five-year period following this allocation decision, provided that the criteria and conditions for allocation are complied with on thisdate. These shares represent a total of 119,600 shares, i.e. 0.29% of the share capital.GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART01121.2.2.4 :: Financial instruments not representing the sharecapitalN/A.1.2.2.5 :: Other securities with an equity componentThere are no securities giving access, immediately orsubsequently, to the company’s share capital.The potential capital solely comprises stock warrants,representing a dilution rate of 1.4%.

01. MAIN DOCUMENT1.2.2.6 :: Table summarizing changes in the capitalDateType oftransactionNominalamountIssuepremiumSubsequentamountof sharecapitalShare parvalueCumulativenumber ofsharesFeb 22, 90 Incorporation FRF 250,000 FRF 250,000 FRF 100 2,500Jun 03, 93Dec 18, 95Sep 11, 97Mar 31, 00Increase byincorporation ofreservesIncrease byincorporation ofreserves and divisionof par valueIncrease (by increasingpar value from theincorporation of paidincapital and a portionof reserves,followed by a divisionof par value)Increase by capitalcontributionFRF 750,000 FRF 1,000,000 FRF 100 10,000FRF 9,000,000 FRF 10,000,000 FRF 10 1,000,000FRF 90,000,000 FRF 100,000,000 FRF 25 4,000,000FRF 452,925 FRF 24,868,675 FRF 100,452,925 FRF 25 4,018,117Mar 31, 00Conversion of sharecapital into euros€ 758,518.3 € 16,072,468 € 4 4,018,117Apr 26, 01 10-for 1 stock split € 0 € 0 € 16,072,468 € 0.4 40,181,170Feb 19, 04Executive Board reporton the capital increaseon December 31st,2003 linked to theexercising of stockoptions€ 14,080 € 0 € 16,086,548 € 0.4 40,216,370GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0113

01. MAIN DOCUMENTDateJan 10, 05Jan 27, 06Jan 22, 07Feb 28, 08Feb 26, 09March 4, 10Type oftransactionExecutive Board reporton the capital increaseon December 31 st ,2004 linkedto the exercisingof stock-optionsExecutive Board reporton the capital increaseon December 31 st ,2005 linkedto the exercisingof stock-optionsExecutive Board reporton the capital increaseon December 31 st ,2006 linkedto the exercisingof stock-optionsBoard of Directors'report on the capitalincrease on December31 st , 2007 linkedto the exercisingof stock-optionsBoard of Directors'report on the capitalincrease on December31 st , 2008 linkedto the exercisingof stock-optionsBoard of Directors'report on the capitalincrease on December31 st , 2009 linkedto the exercisingof stock-optionsNominalamountThe holding company was set up in 1990.Nevertheless, the business has been developedsince 1988.IssuepremiumSubsequentamountof sharecapitalShare parvalueCumulativenumber ofshares€ 87,737.20 € 0 € 16,174,285.20 € 0.4 40,435,713€ 62,508.00 € 0 € 16,236,793.20 € 0.4 40,591,983€ 55,986.00 € 0 € 16,292,779.20 € 0.4 40,731,948€ 31,473.60 € 0 € 16,324,252.80 € 0.4 40,810,632€ 25,541.20 0 € € 16,349,794.00 € 0.4 40,874,485€ 7,860.00 € 0 € 16,357,654.00 € 0.4 40,894,135GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0114

01. MAIN DOCUMENT1.2.3 :: Breakdown of share capital andvoting rights at year-end for thelast five fiscal yearsNumber of shares % of capital2005 2006 2007 2008 2009 2005 2006 2007 2008 2009BrunoRousset10 10 10 10 10 0.00 0.00 0.00 0.00 0.00Evolem* 25,168,544 25,168,544 25,168,544 25,593,492 24,668,393 62.00 61.79 61.67 62.61 60.32Total BrunoRousset(direct /indirect)XavierCoquardEmployeesand otherregisteredshareholders25,168,554 25,168,554 25,168,554 25,593,502 24,668,403 62.00 61.79 61.67 62.61 60.32420,016 420,016 113,323 113,323 113,323 1.03 1.03 0.28 0.28 0.27110,888 111,290 110,101 161,998 106,492 0.27 0.27 0.27 0.39 0.27Générali Vie(FédérationContinentale)400,000 400,000 400,000 400,000 0 0.99 0.98 0.98 0.98 0Hannover Ré 400,000 400,000 400,000 400,000 400,000 0.99 0.98 0.98 0.98 0.98FidélityInvestmentsInternationalTreasuryshares0 0 0 2,076,465 1,937,963 0 0 0 5.08 4.7412,090 171,575 155,067 329,786 327,443 0.03 0.42 0.38 0.81 0.80Public 14,080,435 14,060,513 14,463,587 11,799,411 13,340,511 34.69 34.52 35.44 28.87 32.62GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALTotal 40,591,983 40,731,948 40,810,632 40,874,485 40,894,135 100.00 100.00 100.00 100.00 100.00PART01* Evolem is 100% owned by its Chairman and CEO, Mr Bruno Rousset15

01. MAIN DOCUMENT% of voting rights2005 2006 2007 2008 2009Bruno Rousset 0.00 0.00 0.00 0.00 0.00Evolem* 67.67 67.71 68.58 69.56 74.80Total Bruno Rousset (direct/indirect) 67.67 67.71 68.58 69.56 74.80Xavier Coquard 1.63 1.63 0.43 0.23 0.34Employees and other registered shareholders 0.33 0.31 0.32 0.60 0.24Générali Vie (Fédération Continentale) 1.55 1.55 1.53 1.53 0Hannover Ré 1.55 1.55 1.53 1.53 1.22Fidélity Investments International 3.98 2.97Treasury shares 0.00 0.00 0.00 0.00 0.00Public 27.27 27.25 27.61 22.58 20.43Total 100.00 100.00 100.00 100.00 100.00* Evolem is 100% owned by its Chairman and CEO, Mr Bruno RoussetThere are no significant changes to report since the closeof accounts for the year.To the best of the company's knowledge, Générali Vie(Fédération Continentale) has not held any APRIL GROUPshares since January 2009.To the best of the company's knowledge, FidelityInvestment International, on behalf of mutual fundsmanaged by their subsidiaries, has held more than 2.5%of the share capital and voting rights since 2008.To the best of the company’s knowledge, there are noshareholder agreements in force or declared concertedaction relating to the company’s shares.Nature of control and measures taken to ensure that suchcontrol is not exercised improperlyThe company is controlled as described above. Themeasures taken with a view to ensuring that control isnot exercised improperly include:- Presence of five independent directors within thecompany's Board of Directors as indicated in 2.3.1.1.- Proposal for the appointment of a new independentdirector at the General Meeting on April 22 nd , 2010.Further to this Meeting, half of the Board members will beindependent directors.GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART0116

01. MAIN DOCUMENT1.2.4 :: Market for company financialinstrumentsThe APRIL group share is listed on the Paris stockexchange (Compartment A).SHARE PRICE HISTORY APRIL 2009 - MARCH 2010In euros353025201510April 09May 09June 09July 09Aug 09Sept 09Oct 09Nov 09Dec 09Jan 10Feb 10Mar 10GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART01Average priceLowHigh17

01. MAIN DOCUMENTShare volume2 MMonthly volume1,6 M1,2 M800 K400 KJan 09Feb 09Mar 09April 09May 09June 09July 09Aug 09Sept 09Oct 09Nov 09Dec 09Jan 10Feb 10Mar 101.2.5 :: DividendsSince it was listed, APRIL GROUP has chosen to pay itsshareholders a dividend representing around 25% of itsnet income.Dividend payment over the last eleven years:2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999Net Dividend 0.44* 0.37* 0.44* 0.40* 0.33* 0.22* 0.15 0.48 0.16 0.122 0.095GENERAL INFORMATIONON THE COMPANY AND ITS SHARE CAPITALPART01Tax credit - - - - - - 0.075 0.24 0.08 0.061 0.0475Gross income 0.44 0.37 0.44 0.40 0.33 0.22 0.225 0.72 0.24 0.183 0.142518(*) This income is eligible for the rebate set out under Article 158-3-2 of the general French tax code.The 2009 dividend payment presented in this table wasproposed by the Board of Directors on March 4 th , 2010.It will be submitted for approval at the General Meetingon April 22 nd , 2010.

01. MAIN DOCUMENTCHAPTER 1.3Informationon the company’s activities1.3.1 :: Presentation of the companyand the Group1.3.1.1 :: Key datesDate Events 1988/20091988 Creation of APRIL (complementary health, death, accident)1990 Launch of a small and medium-size company group insurance business1992 Launch of savings products1993First sales force in the fieldImplementation of NOEMIE for immediate reimbursement of health expenses1996 Creation of third-party management business, which became Aglaé in 1998199719981999200024-hour managementCustomer Satisfaction PrizeISO 9001 certificationIPO (Paris Second Market) on October 23 rdAcquisition of Axeria (formerly CPA Vie)Creation of april.fr web siteAcquisition of CetimCreation of AglaéCreation of AxergyLaunch of INTRAPRIL (extranet)APRIL joins the SBF 250Creation of ATELINAAcquisition of GMP GestionAcquisition of AIPSCreation of APRIL GROUP (Holding)Creation of APRIL SpaCreation of APRIL Hispania ServicesCreation of AvandiaCreation of AssurancielCreation of BE ServicesAcquisition of IPMINFORMATIONON THE COMPANY’S ACTIVITIESPART0119

01. MAIN DOCUMENTDate Events 1988/20092000(continued)20012002200320042005Acquisition of TMS/ABIAcquisition of Contact AssistanceAcquisition of CITMLaunch of Travelexpat.com portalAcquisition of Impact AssurancesAcquisition of London & EuropeanAffluance becomes a subsidiaryCristal Prize for Financial TransparencyCreation of APRIL Conseils12-hour management at APRIL AssurancesTermination of activities of BE Services and AtelinaCreation of Arrimance (merger of GMP Gestion and Cetim)Acquisition of SFG (Société Française de Garantie)Acquisition of EuropassurCreation of Resolution in partnership with the Monceau GroupDisposal of CITM and APRIL Hispania Services activities wound upAcquisition of FG&AAward for best annual report for companies outside the SBF 120Bruno Rousset: Grand Prize for EntrepreneursAPRIL included in the SBF 120Adoption of an administration structure with an Executive Board and Supervisory BoardAcquisition of Haussmann ConseilsAcquisition of Couchon AssurancesAcquisition of Rhodia Assurances, renamed Axeria IARDAcquisition of Forum and CiareMerger of Aglaé and APRIL SolutionsAcquisition of CARDIF’s interest in Axeria PrevoyanceCreation of Axeria Insurance Company LtdAcquisition of the remaining share in SFGAcquisition of CGCA and GI2AAcquisition of Assurance Juridique (Mutant brand)Acquisition of France Plaisance AssuranceCreation of Assurtis based on a joint venture with MediatisAcquisition of the remaining shares in RésolutionAcquisition of the remaining shares in FG&AAcquisition of CogealpAcquisition of Febs AGCreation of AS Conseils & AuditAcquisition of SASCOAcquisition of SEPCOFI and EACCreation of Habitance based on a joint venture with the Guy Hocquet networkCreation of APRIL GermanyAcquisition of the remaining shares in Forum AssurancesINFORMATIONON THE COMPANY’S ACTIVITIESPART0120

01. MAIN DOCUMENTDate Events 1988/2009200620072008Acquisition of the remaining shares in Assurance JuridiqueAcquisition of Dierrevi SpA in ItalyAcquisition of AVSAcquisition of Doudet CharletAcquisition of Moral CaraïbesCreation of APRIL Iberia, Villette Assurances, APRIL Cover, APRIL Service, APRIL Direct, APRIL Réseau, APRILInternational, APRIL Projet, APRIL Partenariats, ISR Courtage, Axeria Vie, APRIL Yacht Broker di Assicurazioni, SoluciaProtection Juridique.Acquisition of the remaining shares in EuropassurAcquisition of AMT AssurancesCreation of APRIL Marketing SolutionsCreation of APRIL CoverCreation of APRIL North America and acquisition of two brokers in Quebec: Escapade Assurances andDave Rochon Assurances Inc.APRIL GROUP acquires 38.2% of Assurdom Gestion’s share capitalNew Corporate Governance scheme, with a Board of Directors chaired by Bruno Rousset, who is also CEOCreation of APRIL Corporate BrokingCreation of APRIL SantéCreation of SolidarisAPRIL GROUP acquires the majority of Assinco’s share capitalCreation of APRIL Mediterranean Limited and Axeria Re LimitedCreation of Axeria CourtageCreation of APRIL RéunionMerger of CIARE, AVS and Doudet-CharletCreation of APRIL CEE DevelopmentCreation of APRIL Assurances EntreprisesCreation of APRIL Solutions EntreprisesFive international acquisitions:Acquisition of a 70% stake in APRIL Insurety Plc, a broker specialized in designing and distributing individual personalprotection and health policiesAcquisition of a 70% stake in APRIL OGB;Acquisition of a 100% stake in the online broker APRIL Medibroker;Acquisition of an 80% stake in the wholesale broker Canada WorldWide through the holding companyAPRIL North America;Acquisition of a 66% stake in the assistance company Coris International.Two acquisitions in France:Acquisition of a 75% stake in the brokerage firm Cacep;Acquisition of a 60% stake in the wholesale broker CAEG Assur-Londres.INFORMATIONON THE COMPANY’S ACTIVITIESPART0121

01. MAIN DOCUMENTDate Events 1988/2009Two international creations:Creation of APRIL Portugal, specialized in individual borrower insurance;Creation of APRIL Risk Solutions, a joint venture between APRIL CEE Development and AG Capital.2008(continued)2009New Group organization around five business divisions: Personal Protection and Health (previously Individual PersonalProtection), Corporate, Retail Property and Casualty,Life-Savings and International – and insurance companies.APRIL Iard now trades as APRIL Premium;Résolution now trades as APRIL Immobilier;Easyssur now trades as ALLO Assurances;France Plaisance Assurance now trades as APRIL Marine;Creation of APRIL WAF;Merger of Dave Rochon with Canada WorldWide.Acquisition of a 55% stake in the Swiss company SANO CONCEPTAcquisition of a 60% stake in the Turkish company Genç SigortaAcquisition of a 88% stake in the brokerage firm JUDICIALAcquisition of a 70% stake in the wholesale broker FLEXITRANSAcquisition of a 51% stake in Actova by SANO CONCEPT HoldingAcquisition of a 51% stake of H & S Assurances by SANO CONCEPT HoldingAcquisition of a 17.92% stake in ASSURDOMAcquisition of a 12.5% stake in APRIL MarineAcquisition of the remaining shares in SolidarisAcquisition of the remaining shares in APRIL WAFAcquisition of the remaining shares in APRIL SantéAcquisition of the remaining shares in Haussmann ConseilsAcquisition of the remaining shares in société CacepAcquisition of the remaining shares in APRIL IberiaAcquisition of the remaining shares in APRIL North AmericaSale of London & European Title InsuranceSale of 100% Société Française de Garantie’s (SFG) capital to the british group HomeserveSale of HabitanceMerger of Ceida with Assinco PartenaireMerger of Axeria Courtage with Axeria IardMerger of APRIL Réunion with APRIL AssurancesMerger of Solidaris with APRIL AssurancesCreation of ActivassurCreation of APRIL Vie ConseilCreation of SANO CONCEPT FranceCreation of GIE APRIL Asset ManagementChange of APRIL Corporate Broking's name to APRIL Partenaire ProAssurance France Plaisance now trades as APRIL MarineWithdrawal of APRIL GROUP's share from the SBF120 on December 21 st , 2009 and transfer to the SBF250INFORMATIONON THE COMPANY’S ACTIVITIESPART0122

01. MAIN DOCUMENT1.3.1.2 :: Principal activities of APRIL GROUPOrganization and businessesAPRIL GROUP’s activities are split into five businessdivisions: Health Protection (formerly Individual PersonalProtection), Corporate, Individual Property and Casualty,Life and Savings and International, and another divisionregrouping five insurance companies (Axeria Prévoyance,Axeria IARD, Solucia Protection Juridique, Axeria Re ltdand Axeria Life International)APRIL GROUP PRÉVOYANCE SANTÉ(APRIL GROUP Health Protection)Under this brand, this division groups together allthe companies designing, managing and distributingindividual and collective protection policies for individualclients and businesses:. APRIL Assurances;. APRIL Assurances Entreprises;. APRIL Marketing Solutions;. APRIL Santé;. APRIL Solutions Entreprises;. ALP Prévoyance (formerly Cogealp);. Haussmann Conseils;. SEPCOFI.APRIL GROUP CORPORATEUnder this brand, this division groups together all of thecompanies providing property and casualty insuranceoffer for businesses:. APRIL Partenaire Pro;. APRIL Cover;. Groupe Assinco;. CACEP;. CAEG Assur-Londres;. CIARE;. Europassur;. SASCO;. FLEXITRANS.APRIL GROUP DOMMAGES PARTICULIERS(APRIL GROUP Retail Property and Casuality)Under this brand, this division groups together all thecompanies designing, managing and distributing propertyand casualty policies for individual clients:. ALLO Assurances;. AMT Assurances;. APRIL Immobilier;. APRIL Premium;. APRIL Solutions;. ASSURDOM Gestion;. ASSURTIS;. CGCA;. APRIL Marine (formerly France Plaisance Assurance);. GI2A;. Moral Caraïbes;. Mutant Assurances.APRIL GROUP VIE ÉPARGNE(APRIL GROUP Life and Savings)Under this brand, this division groups together thecompanies designing, managing and distributing savingspolicies for individual clients and businesses:. APRIL Patrimoine;. Axeria Vie;. ISR COURTAGE.APRIL GROUP INTERNATIONALThis division makes it possible to achieve synergiesbetween the subsidiaries and ramp up the Group'sinternational development through companies designing,managing and distributing policies for individuals andbusinesses:. APRIL CEE Development;. APRIL Financial Services AG;. APRIL Iberia;. APRIL Insurety;. APRIL Italia;. APRIL Medibroker;. APRIL Mobilité;. APRIL OGB;. APRIL Portugal;. APRIL Risk Solutions;. APRIL Yacht;. Canada WorldWide;. APRIL Dierrevi SpA;. ESCAPADE Assurances Voyages;. CORIS International;. TMS CONTACT;. SANO CONCEPT;. APRIL Genç Sigorta.INFORMATIONON THE COMPANY’S ACTIVITIESPART0123

01. MAIN DOCUMENTThe companies and subsidiaries division. Axeria Prévoyance is a mixed insurance companyspecializing in personal insurance. Whatever the fieldconcerned, it is a specialist in the design of made-tomeasureproduct ranges (health, personal protection,loan insurance) and risk management,. Axeria Iard (formerly Rhodia Assurances) is aninsurance company specializing in property and casualtyinsurance,. Solucia Protection Juridique is an insurance companyspecializing in legal protection;. JUDICIAL further strengthens and completes the rangeof solutions offered by Solucia Protection Juridique, thebroker and manager which is 88% owned by SoluciaProtection Juridique;. Axeria Re Ltd primarily oversees the Group's internationalinsurance and reinsurance offering;. Axeria Life International dedicates to overseeing theGroup’s international insurance and reinsurance offering.The Group also has a number of transversal economicinterest groups:. GIE APRIL Courtage;. GIE APRIL Technologies is an IT service providerspecializing in dedicated IT systems for insurance;. GIE Chateaudun;. GIE La Maison Commune;. GIE MicroReso;. GIE Multiservices: did not trade in 2009. It will be woundup in 2010.. GIE APRIL Asset Management.APRIL GROUP is an insurance solutions architect,designing products with risk to be covered by third-partyinsurers. These policies will be distributed to the endclient (individual or group) by independent or proprietarydistribution channels.As an architect of insurance services, APRIL GROUPdesigns and implements solutions for its partnerdistributors combining clear insurance offerings, rapidmanagement and high-quality relations with policyholderclients, enabling distributors to stand out from thecompetition and build client loyalty. This is where APRILGROUP’s model continues to be original on the insurancemarket, without any comparable rivals.Group companies are subject to changes in social andtax regulations in the sector for insurance and savingsproducts.1.3.1.3 :: Consolidated financial highlights(see table below)In thousand euros2005IFRS- Revenues 445,214 520,400 604,183 735,783 812,963- EBIT 83,559 96,913 104,441 96,691 87,424% of Revenues 18.77 % 18.62 % 17.29 % 13.14 % 10.75 %- Operating income 80,578* 96,794* 104,645* 95,086* 105,902*% of Revenues 18.10 % 18.60 % 17.32 % 12.92 % 13.03 %- Consolidated net income (group share) 53,836 65,074 72,111 60,575 72,701% of Revenues 12.09 % 12.50 % 11.94 % 8.23 % 8.94 %- Cash flow 67,630 86,518 114,171 212,537 149,559% of Revenues 15.19 % 16.63 % 18.90 % 28.89 % 18.40 %2006IFRS2007IFRS2008IFRS2009IFRSINFORMATIONON THE COMPANY’S ACTIVITIESPART0124SHAREHOLDERS’ EQUITY (GROUP SHARE) 195,743 242,073 294,392 314,277 396,829NET CASH 139,773 161,225 167,392 189,982 156,046* Of which, change in goodwill on acquisitions: - 2,641 thousand euros in 2005, - 52 thousand euros in 2006, 26 thousand euros in 2007, 1,405 thousand eurosin 2008 and - 276 thousand euros in 2009

01. MAIN DOCUMENT1.3.1.4 :: Breakdown of revenuesIn thousand eurosDecember 31 st , 2009SavingsHealth andpersonalprotectionPropertyandcasualtyOthersIntercompanywrite-offsTotalREVENUES 533,720 289,450 - 10,207 812,963Of whichTotal incomefrom ordinaryactivitiesOperatingincomeOf whichOf whichFrance 453,346 260,221 - 10,207 703,360Outsideof France80,374 29,229 109,603557,515 301,498 9,507 - 19,962 848,558105,220 5,983 - 5,301 105,902France 103,908 3,074 - 5,301 101,681Outsideof FranceNet financialincome1,312 2,909 4,22112,235 5,113 1,253 18,601NET INCOME - 1,887 64,409 - 3,095 13,274 72,7011.3.1.5 :: Exceptional eventsN/A1.3.2 :: Dependences in respect ofpatents and licensesN/A1.3.3 :: Company workforceChange in total workforce 2004-2009:2004 2005 2006 2007 2008 20091,103 1,814 1,959 2,446 2,792 3,3882009 HR data:Breakdown by gender:- 66% women- 34% men- 70% women employees / 30% men employees- 57% women managers / 43% men managers- 37 % women executives / 63% men executives- 5% women corporate officers / 95% men corporateBreakdown by type of contract:- 88% permanent- 9% fixed-term- 2% corporate office- 1% internship / trainingBreakdown by age group:- 20/30 years old: 39 %- 31/40 years old: 36 %- 41/50 years old: 17%- 51/55 years old: 4%- over 55 years old: 4 %INFORMATIONON THE COMPANY’S ACTIVITIESPART0125

01. MAIN DOCUMENTAverage age 34.5 years old- Executives: 47.5 years old- Employees: 32.5 years old- Managers : 39.3 years old- Managers equivalents: 36.5 years oldAverage seniority: 4 years oldStatus:- Executives, managers, managers equivalents: 35 %- Non-management: 65 %In 2009, APRIL GROUP's management rate returnedto its 2007 level, with 35%. This rate is still lower thanfor the industry in general, which is around 40%. This isprimarily due to the Group’s organization and relativelyflat structure.Breakdown by category (APRIL organisation):- Employees: 84%;- Managers: 10%;- Executives: 4%;- Corporate officers: 2%.Breakdown by level of training:- Level I (Masters and PhD): 12%;- Level II (Post-graduate): 21%;- Level III (Undergraduate): 37%;- Level IV (High school diploma): 21%;- Level V (Vocational or technical certificate): 9%.Breakdown by activity:- Health and personal protection: 27%;- Property and casualty insurance: 23%;- Corporate: 9%;- Savings: 2%;- International: 29%;- Insurance companies : 5%;- Other: 5%.Breakdown by region:- Rhône-Alpes (Lyon area): 43%;- International: 25%;- Other regions: 14%;- Ile de France (Paris area): 11%;- DOM (overseas departments): 7%.Internal mobility:There have been 56 company transfers within the Groupin 2009, for 34 employees, 9 executives, 10 managersand 3 corporate officers.Number of new recruits in 2009:- 717 new recruits on permanent contracts, with226 in commercial positions and 256 on customermanagement;- 438 new recruits on fixed-term contracts;- 13 new corporate officers;- 1,201 new recruits in total, 400 of whom left over theperiod.This number of new hires is lower than in 2008, butremains high, resulting more specifically from a stronglevel of business in the health and personal protectionbranch, as well as ongoing acquisitions.1.3.4 :: Investment policyAPRIL GROUP’s follows a dynamic investment policy,marked by a high level of growth, both organic andexternal.The Group’s human capital lies at the heart of its organicgrowthAs such, particular efforts are made to contribute to thedevelopment of the men and women who make up APRILGROUP’s teams, including:- their professional and personal development throughtraining, notably through the APRIL University,- their participation in cross-business workshops andprojects, which aim to promote interculturality within theGroup;- the recruitment drive seen in 2009 aiming to strengthenkey functions and enrich the range of personalities andexpertise available,- moves to associate staff with the creation of valuethrough profit-sharing agreements.At the same time, external growth represents a key partof the Group’s strategy and the implementation of itsmedium term plan, targeting:- the diversification of the portfolio of activities,- the expansion of the value chain,- the entrance on to new forms of distribution,- the acquisition of complementary expertise,- the development of the geographical scope, both inFrance and internationally.INFORMATIONON THE COMPANY’S ACTIVITIESPART0126

01. MAIN DOCUMENT:: Legal structure at December 31 st , 2009GIE APRIL ASSETMANAGEMENTGIE ABDCAPRIL GROUP APRIL Mediterranean Ltd100 %GIE APRIL COURTAGE APRIL Web Access Factory 100 %100 %100 %100 %100 %Axeria Re LtdAPRIL GammaAxeria Life International100 %100 %APRIL North AmericaGIE CHÂTEAUDUNGIE MULTISERVICESAPRIL OmégaAPRIL GROUPDOMMAGES PARTICULIERSGIE APRIL Services100 %100 %Axeria Prévoyance100 %86 %APRIL GROUP VIE ÉPARGNEAPRIL GROUP CORPORATE100 %APRIL GROUPPRÉVOYANCE SANTÉAPRIL SigmaCanada Worldwide100 %100 %Allo AssurancesAPRIL ActuarialConsultants60 %100 %100 %75 %Axeria VieAPRIL Partenaire ProAMT Assurances100 %Escapade100 %APRIL AssurancesSOLUCIA PJ100 %70 %100 %ISR CourtageAPRIL CoverAPRIL ImmobilierAPRIL AssurancesEntreprises100 %88 %100 %100 %JudicialAPRIL SolutionsEntreprises100 %APRIL PatrimoineAPRIL IARD99 %75 %100 %Axeria IARDCACEP71,55 %APRILTechnologies GIEAPRIL VieConseil100 %ASSURDOM gestion60 %100 %100 %CAEGAPRIL ConseilsAxeria Insurance CompanyMutassurAssurances100 %81,5 %100 %100 %CIARE (*)APRIL SANTÉ70 %APRIL OGBAPRIL INTERNATIONALAS Conseilet Audit49 %55 %ASSURTIS100 %LIBR’HANDI100 %PCLS100 %APRIL PortugalAPRIL RisksSolutions(Bulgarie)80 % 60 %APRIL CEE Dev.(Hongrie)66 %90,7 %ALP PrévoyanceCGCA (*)70 %100 %Medbroker100 %55 %84 %Sano ConceptFranceGroupe SANOAPRIL FinancialServicesEuropassurMicroreso(GIE)100 %50 %70 %100 %100 %APRIL Yacht Brokerdi AssicurazioniAris76,6 %APRIL ItaliaAPRIL Iberia80 %GI2A (*)100 %100 %70 %Groupe ASSINCOTMS ContactInsuretyIreland100 %82,7 %87,5 %APRIL InsuretyAHMAPRIL Mobilité (*)100 %APRIL Marine80 %100 %HAUSSMANN ConseilsDierreviAPRIL Medibroker100 %63,7 %L&E Title group60 %SASCO (*)Genç100 %63,8 %LE Spain66 %Multi PôlesSEPCOFI (*)Groupe CorisAPRIL INTERNATIONAL DivisionAPRIL GROUP PRÉVOYANCE SANTÉ Division(Personal Protection and Health)100 %APRIL SolutionsLETIPFrance100 %Insurance companyAPRIL GROUP DOMMAGES PARTICULIERS Division(Retail Property and Casualty)APRIL MarketingSolutions100 %90 %MORAL CaraïbesCompany located outside of FranceAPRIL GROUP CORPORATE Division100 %100 %Division AMC APRIL GROUP VIE ÉPARGNE Division(Life and Savings)ActivassurAMC70 %100 %CSF(*) The remaining capital of those companies is held by Axeria Iard and Axeria PrévoyanceFlexitransMutant AssurancesINFORMATIONON THE COMPANY’S ACTIVITIESPART0127

01. MAIN DOCUMENT1.3.4.1 :: Description of main investments1.3.4.1/1 :: In 2009SANO CONCEPTIn January 2009, APRIL INTERNATIONAL acquired a55% stake in SANO CONCEPT, a broker specialized inretail health insurance, based in Lausanne, Switzerland.Genç SigortaIn April 2009, APRIL INTERNATIONAL acquired a 60%stake in Genç Sigorta, a wholesale broker based inIstanbul, Turkey.JUDICIALIn June 2009, APRIL GROUP acquired an 88% stakein JUDICIAL, through its subsidiary Solucia, the Frenchbroker specialized in legal protection for professionals.ActovaIn July 2009, SANO CONCEPT Holding acquired a 51%stake in Actova, an insurance brokerage and consultingfirm, based in Yverdon les Bains (Switzerland).H&S ASSURANCESIn August 2009, SANO CONCEPT Holding acquired a51% stake in H&S Assurances, a Swiss broker operatingin risk analysis and advisory services.FLEXITRANSOn December 17 th , 2009, APRIL GROUP CORPORATEacquired a 70% stake in FLEXITRANS, a French wholesalebroker specialized in insurance for haulage and logisticsoperators.ASSURDOMAPRIL GROUP DOMMAGES PARTICULIERS acquireda 17.92% stake in ASSURDOM on January 16 th , 2009,taking its interest in this company's capital up to71.55%.APRIL IberiaAPRIL INTERNATIONAL acquired a 30% stake in APRILIberia on February 4 th , 2009, taking its interest in thiscompany's capital up to 100%.APRIL SantéAPRIL GROUP PREVOYANCE SANTE acquired a 2.63%stake in APRIL Santé on February 24 th , 2009, taking itsinterest in this company's capital up to 100%.APRIL WAFAPRIL GROUP acquired a 20% stake in APRIL WAF onMarch 16 th , 2009, taking its interest in this company'scapital up to 100%.APRIL North AmericaAPRIL GROUP acquired a 30.1% stake in APRIL NorthAmerica on March 18 th , 2009, taking its interest in thiscompany's capital up to 100%.APRIL MarineAPRIL GROUP DOMMAGES PARTICULIERS acquireda 12.5% stake in APRIL Marine on March 31st, 2009,taking its interest in this company's capital up to 87.5%.SolidarisAPRIL GROUP PREVOYANCE SANTE acquired a 20%stake in Solidaris on September 30 th , 2009, taking itsinterest in this company's capital up to 100%.CacepAPRIL GROUP CORPORATE acquired a 25% stake inCacep on October 28 th , 2009, taking its interest in thiscompany's capital up to 100%.Haussmann ConseilsAPRIL GROUP CORPORATE acquired a 20% stake inHaussmann Conseils on December 18 th , 2009, taking itsinterest in this company's capital up to 100%.HabitanceOn February 24 th , 2009, APRIL GROUP sold off its entireinterest in Habitance to the Guy Hoquet group. Thecompany was deconsolidated on January 1 st , 2009.LetisOn April 8 th , 2009, APRIL GROUP sold off its entireinterest in London & European Title Insurance Services.SFGOn May 26 th , 2009, APRIL GROUP DOMMAGESPARTICULIERS sold off its entire interest in SFG.Creation of APRIL Asset ManagementThe economic interest group GIE APRIL AssetManagement is responsible for the financial managementof investments by the Group's insurance companies.INFORMATIONON THE COMPANY’S ACTIVITIESPART0128

01. MAIN DOCUMENT1.3.4.1/2 :: In 2008CacepAPRIL GROUP CORPORATE acquired a 75% stake inthe brokerage firm Cacep on March 6 th , 2008. Cacep isspecialized in insurance covering the statutory obligationsof regional authorities in relation to their agents, as wellas legal protection insurance for the regional authoritiesthemselves, criminal protection and professional personalcivil liability for agents.APRIL Risks SolutionsAPRIL GROUP, through its subsidiary APRIL CEEDevelopment, created APRIL Risk Solutions on March31 st , 2008 in partnership with the AG Capital Group.APRIL CEE Development has a 63% stake in thiscompany based in Sofia, Bulgaria.APRIL Actuarial ConsultantsIn April 2008, APRIL GROUP created APRIL ActuarialConsultants, a specialized international actuarialconsultancy based out of Miami in the US.OGB (now APRIL OGB)APRIL GROUP CORPORATE acquired a 70% stake inthe Polish company OGB, based in Warsaw, Poland, onApril 3 rd , 2008. OGB is a broker specialized in corporateproperty and casualty risks, and more specifically vehiclefleet insurance.Insurety (now APRIL Insurety)APRIL GROUP PREVOYANCE INDIVIDUELLE (nowAPRIL GROUP PREVOYANCE SANTE) acquired a 70%stake in Insurety Plc, based in Bristol, England, on April3 rd , 2008. Insurety Plc is a broker specialized in designingand distributing individual personal protection and healthpolicies.MedibrokerAPRIL GROUP PREVOYANCE INDIVIDUELLE (nowAPRIL GROUP PREVOYANCE SANTE) acquired a 100%stake in the online broker Medibroker on May 23 rd , 2008.Medibroker, based near Newcastle in the UK, is an onlinebroker specialized in health insurance for expatriates.ASSURDOM GestionAPRIL GROUP DOMMAGES PARTICULIERS acquired a15.4% stake in ASSURDOM Gestion on July 16 th , 2008,taking its interest in this company's capital up to 53.6%.Canada WorldWideAPRIL GROUP, through the holding company APRILNorth America, acquired an 80% stake in the wholesalebroker Canada WorldWide on July 21 st , 2008. CanadaWorldWide, based in Calgary, is specialized in insurancecovering non-standard corporate risks.CAEG - Assur-LondresAPRIL GROUP CORPORATE acquired a 60% stake inthe Paris-based broker CAEG on July 28 th , 2008. CAEGis a wholesale broker operating under the Assur-Londresbrand, an underwriter for Lloyd's of London, specializedin corporate property and casualty insurance.Moral CaraïbesAPRIL GROUP DOMMAGES PARTICULIERS acquired a30.6% stake in Moral Caraïbes on September 8 th , 2008,taking its interest in this company's capital up to 90%.CORIS InternationalAPRIL GROUP acquired a 66% stake in the assistancecompany CORIS International on October 30 th , 2008.Today, CORIS International is present in more than 20countries in East and West Europe, North Africa and Asia,with 500 employees.APRIL RéunionAPRIL GROUP PREVOYANCE INDIVIDUELLE (nowAPRIL GROUP PREVOYANCE SANTE) acquired an 8.5%stake in APRIL Réunion on November 4 th , 2008, taking itsinterest in this company's capital up to 100%.APRIL Web Access FactorySince 2008, APRIL Web Access Factory (previouslyAPRIL Alpha) has been developing its activity to provideIT services and more specifically support the Group’scompanies with the development of their online offering.APRIL PortugalCreated in 2008 and based in Lisbon, Portugal, APRILPortugal is starting up its business focusing on loaninsurance.Libr’HandiCreated in 2008 and based in France, Libr’Handidevelops non-discriminatory insurance solutions andservices with legal protection, supplementary health andloan insurance for the disabled community.INFORMATIONON THE COMPANY’S ACTIVITIESPART0129

01. MAIN DOCUMENTAxeria Life Insurance CompanyAPRIL GROUP, through its subsidiary APRILMediterranean, created the Malta-based Axeria LifeInternational Protected Cell Company in November 2008,specialized in personal insurance.1.3.4.1/3 :: In 2007AMT AssurancesAPRIL GROUP DOMMAGES PARTICULIERS (RetailProperty and Casualty) acquired a 75% stake in AMTAssurances, a wholesale broker specialized in designing,managing and distributing motorcycle insurancepolicies.Axeria VieAXERIA Vie (Life and Savings) was accredited by theFrench Insurance regulator (Comité des Entreprisesd’Assurance) on January 17 th , 2007. This company, fullyownedby APRIL GROUP VIE ÉPARGNE, accompaniesAPRIL GROUP’s development of its life insuranceactivities.ISR COURTAGEISR Courtage, a dedicated brokerage structure fordistributing socially responsible investments online,began trading in 2007.Febs (now APRIL Financial Services AG)APRIL GROUP PRÉVOYANCE INDIVIDUELLE (IndividualPersonal Protection) bought out the 10% stake held byminority shareholders in APRIL Financial Services AG onFebruary 19 th , 2007, taking its interest in this company’scapital up to 84%.APRIL GermanyAPRIL GROUP PRÉVOYANCE INDIVIDUELLE (IndividualPersonal Protection) bought out the 20% stake held byminority shareholders in APRIL Germany on May 16 th ,2007, taking its interest in this company’s capital up to100%.APRIL North AmericaAPRIL GROUP, through its specially created subsidiaryAPRIL NORTH AMERICA, acquired the Canadianbrokerage firms Dave Rochon Assurances Inc., on June8 th , 2007, and ESCAPADE Assurances Voyages, on June11 th , 2007. ESCAPADE Assurances Voyages, based inSainte Croix, is specialized in travel insurance productsfor retail customers. Dave Rochon Assurances Inc.,based in Montreal, is a wholesale broker specialized inheightened risks on retail and corporate property andcasualty insurance.ASSURDOM GestionAPRIL GROUP PREVOYANCE INDIVIDUELLE (nowAPRIL GROUP PREVOYANCE SANTE) acquired a 38.2%stake in the Reunion-based ASSURDOM Gestion on June22 nd , 2007. ASSURDOM Gestion is a wholesale brokerspecializing in property and casualty risks, primarily forretail customersAssincoAPRIL GROUP CORPORATE acquired an 80% stake inAssinco on November 7 th , 2007. Assinco is an insurancebrokerage firm, operating directly or through its 16subsidiaries, on personal insurance, property and casualtyinsurance for goods and credit insurance, for businessesand individuals on mainland France and in French overseasdepartments and territories.APRIL CoverAPRIL Cover, set up in 2006, began trading in 2007. Thiscompany provides small and medium-sized businesseswith access to the entire range of tools required formanaging their customer positions in order to prevent andmanage non-payment risks: prevention, compensation,collection management, optimization of financing.SolidarisSince 2007, Solidaris, previously APRIL Partenariats, hasbeen developing non-discriminating insurance solutionsand services for legal protection, supplementary healthand loan insurance for the homosexual community.APRIL RéunionAPRIL Réunion, previously APRIL Distribution, begantrading in 2007 on Reunion. The company is focusedprimarily on individual personal protection and health.APRIL CEE DevelopmentIn 2007, APRIL GROUP created APRIL CEE Development,a Budapest-based brokerage company, in order todevelop its business in Hungary.APRIL Mediterranean Ltd et Axeria Re LtdThrough its subsidiary APRIL Mediterranean Ltd (regionalholding company), APRIL GROUP created Axeria Re Ltdon December 28 th , 2007. Axeria Re Ltd is a reinsurancecompany based in Malta.INFORMATIONON THE COMPANY’S ACTIVITIESPART0130

01. MAIN DOCUMENTAPRIL SantéIn 2007, APRIL GROUP launched the business for APRILSanté, with a network of points of sale and spaces foradvice on family health insurance.APRIL Corporate BrokingPreviously APRIL International, APRIL Corporate Brokinglaunched its activity to design, integrate and manageP&C insurance solutions for businesses, offered througha network of brokers and insurance agents.1.3.4.1/4 :: In 2006Assurance Juridique (now Mutant Assurances)On February 16 th , 2006, APRIL GROUP acquired a further25% stake in Assurance Juridique, giving it full ownershipof this company.Dierrevi SPAOn May 11 th , 2006, APRIL DEVELOPPEMENT (now APRILGROUP DOMMAGES PARTICULIERS) acquired an 80%stake in Dierrevi SPA, a brokerage company specializingin the design and marketing of vehicle fleet insurancepolicies in Italy.APRIL IberiaAPRIL Iberia, set up on May 31 st , 2006, launched itsbusiness to design, manage and provide sales supportfor insurance programs for independent advisers andinsurers in Spain at the end of December 2006.Doudet CharletOn June 27 th , 2006, APRIL DEVELOPPEMENT (nowAPRIL GROUP DOMMAGES PARTICULIERS) acquireda 100% stake in Doudet Charlet, a brokerage companyoperating primarily on industrial risks (property andcasualty and civil liability).AVSOn July 3 rd , 2006, APRIL CORPORATE (now APRILGROUP CORPORATE) acquired a 100% stake in AVS,a brokerage company operating primarily on industrialrisks (property and casualty and civil liability).Moral CaraïbesOn July 20 th , 2006, APRIL Courtage (now APRIL GROUPPREVOYANCE SANTE) acquired a 59.4% stake in MoralCaraïbes, a wholesale broker specializing in the design,management and distribution of individual property andcasualty insurance policies. This company owns 100%of AMC.Solucia Protection JuridiqueSolucia Protection Juridique was accredited by theFrench Insurance regulator (Comité des Entreprisesd’Assurance) on October 20 th , 2006. This companydesigns and manages legal protection policies.EuropassurOn November 30 th , 2006, APRIL CORPORATE (now APRILGROUP CORPORATE) acquired a further 25% stake inEuropassur, giving it full ownership of this company.1.3.4.1/5 :: In 2005SFGSFG’s remaining capital was acquired on January 1 st ,2005.CGCA / GI2AOn January 7 th , 2005, APRIL Assurances acquired100% of the capital of CGCA and GI2A, two companiesspecialized in the design and management of nicheproducts for personal property and casualty insurance.CGCA also has a 100% interest in ACI.Assurance Juridique (now Mutant Assurances)In March 2005, APRIL GROUP acquired a 75% stake inthe capital of Assurance Juridique and its 13 subsidiaries.This insurance company designs, manages and marketslegal protection and property and casualty insuranceproducts.FRANCE PLAISANCE ASSURANCE(now APRIL Marine)On April 22 nd , 2005, APRIL DEVELOPPEMENT (nowAPRIL GROUP DOMMAGES PARTICULIERS) acquireda 75% interest in FRANCE PLAISANCE ASSURANCE.This brokerage company specializes in designing andmanaging comprehensive insurance policies for pleasurecruisers.AssurtisAPRIL DEVELOPPEMENT (now APRIL GROUPDOMMAGES PARTICULIERS) and Laser, through itssubsidiary Mediatis, specialized in direct credit sales,joined forces to create Assurtis on June 1 st , 2005. Thiscompany is 55%-owned by APRIL GROUP DOMMAGESINFORMATIONON THE COMPANY’S ACTIVITIESPART0131

01. MAIN DOCUMENTPARTICULIERS and 45% by Mediatis. Through a networkof franchised outlets, Assurtis distributes consumer creditproducts (renewable and redeemable personal loans,debt consolidation) and insurance policies (automobile,household, health, etc.).Résolution (now APRIL Immobilier)Résolution’s remaining capital was acquired betweenJune 30 th , 2005 and December 15 th , 2005.FG&AFG&A’s remaining capital was acquired on June 30 th ,2005.Cogealp (now ALP Prévoyance)On July 1 st , 2005, APRIL GROUP acquired a 66% interestin Cogealp, a brokerage specializing in the design andmanagement of group health and personal protectioninsurance policies for businesses, trading under the ALPbrand.Febs (now APRIL Financial Services AG)On July 6 th , 2005, APRIL Assurances acquired 74%of Febs AG’s capital. This company, based in Munich(Germany), specializes in the design and managementof insurance policies for consumer credits, notably carloansSASCOOn September 7 th , 2005, APRIL DEVELOPPEMENT (nowAPRIL GROUP DOMMAGES PARTICULIERS) acquired100% of the capital of SASCO. This brokerage firm isspecialized in the design and management of insurancepolicies for small and medium-sized businesses, notablyon property and casualty insurance.SEPCOFI / EACOn September 26 th , 2006, APRIL Solutions acquired a100% interest in the brokerage firms SEPCOFI and EAC,based respectively in Lyon and Paris. These companiesspecialize in providing advisory services and designinggroup social protection and insurance programs for staffin businesses.HabitanceOn October 5 th , 2005, APRIL Assurances and GuyHocquet (independent estate agent group) set upHabitance, a 50-50 jointly owned brokerage firmspecializing in providing insurance solutions for estateagents from the Guy Hocquet network.APRIL GermanyOn December 12 th , 2005, APRIL COURTAGE (nowAPRIL GROUP PRÉVOYANCE INDIVIDUELLE) and GoLife created APRIL Germany. 80%-owned by APRILCOURTAGE and 20% by Go Life, this company aims todevelop a business designing, managing and providingsales assistance for insurance programs througha network of independent insurers and advisers inGermany.Forum AssurancesForum Assurances’ remaining capital was acquired onDecember 15 th , 2005.1.3.4.1/6 :: In 2004CIARE SAAPRIL DEVELOPPEMENT (now APRIL GROUPDOMMAGES PARTICULIERS) acquired 100% ofCourtage industriel d’assurances et de réassuranceseuropéennes – CIARE SA and its wholly-ownedsubsidiary CIARE Investissement on April 1 st , 2004.This company is specialized in corporate property andcasualty insurance, designing and managing tailor-madeofferings for industrial and construction risks. It is basedin Lyon and Saint-Étienne.Forum AssurancesAPRIL DEVELOPPEMENT (now APRIL GROUPDOMMAGES PARTICULIERS) acquired a 90% interestin Forum Assurances on April 1 st , 2004. This brokeragecompany specializes in niche P&C insurance markets forsmall and medium-sized businesses, top-end vehiclesand comprehensive cover for buildings and offices. It isbased in Lyon.Axeria IardAPRIL GROUP acquired 100% of Rhodia Assuranceson July 8 th , 2004. This insurance company, which wasrenamed Axeria Iard, focuses primarily on property andcasualty and other risks: automobile (private vehicles,long-term rentals and fleets), comprehensive home andcontents (individuals and buildings) and professionalrisks.Axeria PrévoyanceOn December 31 st , 2004, APRIL GROUP acquired theCardif group’s 35% stake in Axeria Prévoyance. APRILGROUP now owns 100% of the company’s capital.INFORMATIONON THE COMPANY’S ACTIVITIESPART0132

01. MAIN DOCUMENT1.3.4.2 :: Investments underwayThe Company is constantly looking into opportunities forinvestments.1.3.4.3 :: Future investmentsThe Company is constantly looking into opportunities forinvestments.1.3.5 :: Management reportSee the Executive Board’s management report on page65 and following1.3.6 :: Issuer risksThe Risk Manager is responsible for the overallmanagement of risks within the Group. Within thisframework, the risk manager has been tasked to identifythe main risk factors defined in the APRIL group riskrepository, including risks relating to businesses andinsurance operations, market risks, and legal noncompliancerisks.1.3.6.1 :: Business-related risks1.3.6.1/1 :: Identification of factors and links between thebusiness carried out and the risks identifiedThe main issues identified at Group level concern(untreated risks before taking into consideration thecontrols put in place):- Key person management: within the Group, this isbuilt around not only the heads of the companies, whoguarantee the success of its entrepreneurial model,but also the technical experts, who make it possible toguarantee a relevant offering and impeccable quality ofservice for our customers;- Quality of the relationship with risk bearers: the suitabilityof insurance and reinsurance cover, the financialsoundness of risk bearers and the ability to negotiatethe best rates for our customers are central to the issuesfacing the Group in its business as a broker and insurer;- Legal and regulatory compliance: all of the Group'sbusinesses are subject to strict regulations, changesin which represent risk factors which are monitoredparticularly closely, notably in terms of insurance law,company law and accounting and tax standards;- Effective management of the functional organization:this is analyzed within the Group around the organizationand coordination of our distribution networks, thequality of the internal control procedures put in placeand the suitability of the human and technical resourcesdeployed;- Image management: ensuring the long-term viabilityof the Group's image in terms of dynamic development,innovation and the ability to offer the best products andservices at the best prices on each one of its markets.Furthermore, a working group was set up in 2009 toassess the main risks brought about or compoundedby the economic and financial crisis for each one of theGroup's business lines. The main risks identified withinthis framework are as follows:- Customer credit risk;- Insurer or reinsurer default risk;- Competition risk;- Risk concerning moves to build customer loyalty andthe corresponding additional cost;- Risk of a departure from the loss ratio;- Market risk on financial assets (covered in Section1.3.6.2 of the reference document).Follow-up actions have been put in place in order tomonitor changes in these risks in the Group's variousbusiness divisions, while prevention measures have beentaken to reduce the Group's exposure.1.3.6.1/2 :: Risk assessmentOn account of the nature of these issues, it is not possibleto make a quantitative assessment. To date, there are nosigns of the risks presented materializing and resulting inmaterial consequences at Group level.1.3.6.1/3 :: Follow-up resources and procedures put inplaceThe Risk Manager is responsible for updating the risksidentified in view of the information available, notablybased on risk mapping interviews, discussions withinsurance and brokerage risk professionals, as wellas subjects covered by members of the SustainableDevelopment Committee. The Risk manager alsoworks with the findings and recommendations issuedINFORMATIONON THE COMPANY’S ACTIVITIESPART0133

01. MAIN DOCUMENTduring internal audit assignments carried out in Groupcompanies, as well as recommendations from externalplayers (primarily statutory auditors and legal advisers).The risk manager informs and advises the executivemanagement, and reports on this mission to theSustainable Development Committee.Each type of risk is subject to a review aimed at assessingthe level of risk and, if necessary, at eliminating,transferring or reducing the residual risk. The company’smanagers are responsible for implementing the actionplan defined in connection with the audits or mappingprocesses, formally reporting at least once a year duringthe Strategic Committee meetingAt the same time, the Group internal audit managerensures the coherency and efficiency of internal controlwithin Group companies. He coordinates and controlsthe activities of all the Group’s internal audit players.An annual audit plan is drawn up, factoring in exposureto risks in the various Group companies as it has beenanalysed, notably during annual risk-mapping processes.This plan concerns all the companies in the Group.The plan for Year N is validated at the end of Year N-1 bythe executive management. It is formally reviewed andpresented to the Sustainable Development Committeetwice a year for follow-up. It may also be updated as andwhen necessary according to the priorities identified overthe course of the year.Several types of mission are carried out: cross-businessand thematic internal audit procedure optimizationmissions, specific audit and control missions, follow-upmissions for companies recently incorporated into theGroup, and follow-up missions on previous audits.A written report is drafted along with a synopsis of therecommendations issued further to all such missions. Foreach recommendation, a deadline is set and a managerappointed.In 2009, internal audit missions were carried out in 18Group companies. Alongside these audits carried out bythe Group Risk Manager, 62 internal audit assignmentsand 70 internal control improvement assignments wereperformed by the Group's divisions or companies. Thebreakdown of these assignments across the entire Groupis as follows for each area and each business division:Types of risks coveredBreakdown of assignmentscarried out in 2009Strategic steering and implementation 17 %Management of claims, services and compensation 10 %Personnel relations 9 %Underwriting 8 %General review of internal control 8 %External growth 8 %Unsuitable documentation 7 %Organizational strategy 5 %Fraud and malicious acts 4 %INFORMATIONON THE COMPANY’S ACTIVITIESPART0134Other laws and regulations 4 %Image 3 %Tax and accounting 3 %Other types of risks 14 %

01. MAIN DOCUMENTBusiness divisionsBreakdown of assignmentscarried out in 2009APRIL GROUP CORPORATE 10 %APRIL GROUP RETAIL PROPERTY AND CASUALTY 40 %APRIL GROUP PERSONAL PROTECTION AND HEALTH 19 %APRIL GROUP LIFE AND SAVINGS 6 %APRIL INTERNATIONAL 10 %INSURANCE COMPANIES 15 %1.3.6.2 :: Market risks1.3.6.2/1 :: Link between the business and the risksidentifiedAPRIL GROUP’s business is based around two key areaswith significantly different approaches to market risks:brokerage, which does not expose the Group to marketrisks, and insurance companies, for which market riskmanagement represents one of their core businesses.BrokerageThrough its activity and financial model, where cash-flowgenerates a negative working capital requirement, thebrokerage business enables the Group to achieve a verylow level of debt (total financial liabilities of only 19,998thousand euros on the consolidated balance sheet) and avery high level of liquidity (156,046 thousand euros in netcash and cash equivalents on the consolidated balancesheet).The Group’s financial debt comprises mainly variousbank borrowings for 7,732 thousand euros and 12,266thousand euros in financial liabilities resulting fromcommitments to buy out minority interests.The Group’s cash assets, excluding current bankborrowings, is invested in full in short-term financialinvestments (89,139 thousand euros at December 31 st ,2009) through a dedicated “monetary equivalent” UCITS(APRIL Trésorerie).Insurance companiesOne of the basic functions of the insurance businessinvolves investing premiums received from clients with aview to settling any future claims.Asset management, i.e. the choice of asset class andsecurities, is therefore a crucial element of Insurancecompanies business. With a view to improving effectivemarket risk management and the suitability in relationto internal constraints, asset management has beeninsourced again for the insurance companies andentrusted to a dedicated entity within the Group (GIEAPRIL Asset Management)The management of assets and liabilities makes itpossible to maximize the match between the rate offuture payments and the investment of these premiumsin various categories of assets.1.3.6.2/2 :: Risk assessmentAt December 31st, 2009, APRIL GROUP, through itsinsurance subsidiaries (mainly Axeria Prévoyance andAxeria Iard), had a portfolio of financial investmentsworth some 451,426 thousand euros, with the followingbreakdown:INFORMATIONON THE COMPANY’S ACTIVITIESPART0135

01. MAIN DOCUMENTIn thousand euros Market value % Historical costUnrealizedcapital gainsor lossesBonds 319,250 71 % 316,472 2,778Bonds UCITS 21 0 % 15 6Total Bonds 319,271 71 % 316,486 2,784Equities 0 0 % 0 0Equity UCITS 32,147 7 % 31,197 950Total Equities 32,147 7 % 31,197 950Other 35,917 8 % 35,407 509Monetary 64,091 14 % 63,536 555TOTAL PORTFOLIO 451,426 100 % 446,627 4,799Of which Axeria Prévoyance 283,346 63 % 281,899 1,447Of which Axeria IARD 119,910 27 % 117,738 2,173Of which other companies 48,169 11 % 46,990 1,179Liquidity riskOn account of the Group’s asset-liability managementapproach, this risk is not significant.Equity riskThe Group’s insurance companies have invested 7% oftheir portfolios on the equities market, while the Frenchinsurance and mutual supervisory authority (Autoritéde Contrôle des Assurances et des Mutuelles) sets thelimit at 65% of regulated assets. The companies havetherefore a highly cautious asset allocation in relation toregulatory environment.Investments are made primarily through UCITS, enablinga satisfactory distribution of risks. These UCITS are basedon shares from various sectors – banking, insurance,mass retail, cosmetics, industry, etc. – primarily coveringEurope, including France.The following table presents a detailed breakdown of theportfolio’s equity risk exposure by region at December31 st , 2009:INFORMATIONON THE COMPANY’S ACTIVITIESEQUITY RISK EXPOSURE BY REGION(in thousand euros)Europe USA Others TotalPART01EquityEquity UCITS 30,093 2,054 32,147TOTAL PORTFOLIO 30,093 2,054 32,147% 93.6 % 6.4 % 100.0 %36

01. MAIN DOCUMENTForeign exchange riskAll of APRIL GROUP’s portfolio is invested in euros, butthere may be an indirect foreign exchange risk on accountof the underlying resources (notably equity UCITS).The following table presents the portfolio’s exposure tocurrency market risks as at December 31 st , 2009:FOREIGN EXCHANGE RISK EXPOSURE(in thousand euros)Total %Financial assets denominated in EUR 451,426 100.0 %Financial assets denominated in GBPFinancial assets denominated in USDFinancial assets denominated in other currenciesTOTAL PORTFOLIO 451,426 100.0 %Interest rate riskAPRIL GROUP’s portfolio is made up primarily of bonds.As such, it is exposed to an interest rate risk. Morespecifically, this concerns a fair value impairment riskfor fixed-rate bonds and a cash-flow risk on coupons forvariable-rate bonds.INFORMATIONON THE COMPANY’S ACTIVITIESPART0137

01. MAIN DOCUMENTThe following table presents the portfolio’s interest raterisk exposure at December 31 st , 2009 by maturity:INTEREST RATE RISK EXPOSUREBY MATURITY(in thousand euros)-< 1 year < 2 yearS < 3 yearS < 4 yearS < 5 yearS > 5 yearS TotalBonds exposed to fair value risk 13,802 30,641 25,178 24,188 27,610 157,420 278,839Bond UCITS exposed to fair value risk 21 21Derivative assets exposed to fair value riskOther financial assets exposedto fair value riskFinancial instruments exposedto fair value risk13,802 30,641 25,178 24,188 27,610 157,440 278,859Bonds exposed to cash-flow risk 6,758 2,622 3,452 27,579 40,411Bond UCITS exposed to cash-flow riskDerivative assets exposed to cash-flow riskOther financial assets exposedto cash-flow riskFinancial instruments exposedto cash-flow risk6,758 2,622 3,452 27,579 40,411TOTAL PORTFOLIO 13,802 37,399 27,800 27,639 27 ,610 185,019 319,271% 4.3 % 11.7 % 8.7 % 8.7 % 8.6 % 58.0 % 100.0 %Credit riskAPRIL GROUP is exposed to a credit risk through theissuers of bonds held in its portfolio. However, this risk islimited thanks to the stringent selection of issuers (over78% of issuers for bond assets are rated at least AA byMoody’s and/or Standard & Poor’s).The following table presents a breakdown of the bondportfolio at December 31 st , 2009 by issuer rating:INFORMATIONON THE COMPANY’S ACTIVITIESCREDIT RISK EXPOSUREBY ISSUER RATING(in thousand euros)N.D. AAA AA A+ to A-BBB+to BBB-< BBB- TotalBonds exposed to credit risk 173,967 76,231 41,503 20,818 6,731 319,250Bonds UCITS exposed to credit risk 21 21PART0138TOTAL BOND PORTFOLIO 21 173,967 76,231 41,503 20,818 6,731 319,271% 0.0 % 54.5 % 23.9 % 13.0 % 6.5 % 2.1 % 100.0 %

01. MAIN DOCUMENTFurthermore, APRIL GROUP’s portfolios do not includeany CDO, ABS or other securitization vehicles.APRIL GROUP is also subject to a credit risk throughreinsurers, to which companies transfer part of therisks on their insurance policies. The Group only workswith a restricted number of reinsurers whose solvencyis recognized: over 90% of reinsurance transfers arecarried out with reinsurers that are rated at least A byStandard & Poor’s.At December 31 st , 2009, the breakdown of reinsuredpremiums by reinsurer rating was as follows:BREAKDOWN OF PREMIUMS CEDEDBY REINSURER RATING (in %)N.D. AAA AA A+ To A-BBB+to BBB-

01. MAIN DOCUMENT1.3.6.3 :: Legal risks1.3.6.3/1 :: Links between the business carried out and therisks identifiedThe legal policy, notably in terms of corporate law, stockmarkets, tax optimization and monitoring, is overseen bythe APRIL group Legal Affairs Division.Risks relating to the business are identified in connectionwith the internal control procedure, liaising with the RiskManager, as presented on Page 114.The Group's activities are heavily regulated at nationaland European level. These regulations establish increasinglystrict demands, whether in terms of insuranceintermediation or specific regulations governing insurancecompanies.1.3.6.3/2 :: Risk assessmentProvisions have been booked for any significant disputesbased on the best possible estimates in view of theelements available at the close of accounts.Provisions for contingencies and lossesBREAKDOWN OF PROVISIONS(in thousand euros)Dec 31 st2008Changesin scopeeIncreasedecreaseReclassificationDec 31 st2009Provisions for disputes 1,512 84 1,656 - 536 - 113 2,603Provisions for pensions 5,800 109 534 - 264 11 6,190Other provisions for contingenciesand losses3,230 - 31 1,912 - 812 - 230 4,069TOTAL PROVISIONSFOR CONTINGENCIES AND LOSSES10,542 162 4,102 - 1,612 - 332 12,862The main actuarial assumptions retained as Groupstandards for determining provisions for retirementbenefits are as follows:- Discount rate: 4 %- Rate of increase in salaries: 2%- Rate of inflation: 2%Provisions for disputes primarily correspond to disputeslinked to the operational activities of APRIL GROUPcompanies, none of which represent a significant amounton their own.To the best of the issuer's knowledge, there are no othergovernment, judicial or arbitration proceedings apartfrom the case presented above which are unresolved orwhich the company is threatened by, and which couldsignificantly affect or have significantly affected over thepast 12 months the financial position or profitability of thecompany and/or Group.1.3.6.3/3 :: Follow-up procedures and resources in placeMeanwhile, the legal developments impacting ourbusiness are specifically tracked by divisions' orcompanies’ operational legal departments.In accordance with regulations, the operational activitiesof Group companies are covered by a broker civilliability policy, extended to include banking and financialprospecting activities. In addition, a specific civil liabilitypolicy has been taken out on franchiser activities. Thelegal departments in the various Group companiesare responsible for constantly checking the suitabilityof coverage in view of changes in their companies’activities.As far as intellectual property-related risks are concerned,and further to the inventory of brands and internet domainnames drawn up in 2005, further work has been carriedout on registrations and filings both in France and atinternational level.Most filings are centralized with service providers thathave been referenced by APRIL GROUP in order to ensurethe most effective protection possible. Administrativefollow-up is centralized by the Group Legal Affairs andRisks Division.INFORMATIONON THE COMPANY’S ACTIVITIESPART0140

01. MAIN DOCUMENT1.3.6.4 :: Industrial and environmental risksOn account of the nature of its activity (insuranceservices), the Group is not concerned by such risks.1.3.6.5 :: Insurance and risk coverageSpecific insurance programs have been put in place forthe needs of APRIL GROUP companies. The types ofpolicies concerned are as follows:- Civil liability for executives;- Broker professional liability;- Franchiser professional liability;- Financial guarantee;- Banking and financial prospecting liability;- Universal office risks;- Insurance and assistance for the Group's vehicle fleets;- Insurance for the use of personal vehicles onassignments;- Supplementary health and personal protection.The Risk Manager, in relation with technical experts,carries out regularly an analysis of the main insurancepolicies taken out by Group companies in order to ensurethat the cover in place was sufficient and adapted to theiractivities.All of the abovementioned policies have been taken outwith companies outside of the Group, except for thepersonal protection program, which has been taken outwith Axeria Prevoyance.INFORMATIONON THE COMPANY’S ACTIVITIESPART0141

01. MAIN DOCUMENTCHAPTER 1.4NET WORTH – FINANCIAL POSITION – EARNINGS1.4.1 :: Significant changes inthe financial position orcommercial situationThere are no significant changes to report in the financialposition or commercial situation of the APRIL group orits companies since the previous publication of financialstatements.1.4.2 :: APRIL GROUP consolidated andstatutory financialstatements at December 31 st ,20091.4.2.1 :: Audited financial statements for the last threeyearsSee the statutory financial statements for APRIL GROUPat December 31 st , 2009, page 210 and following.1.4.2.2 :: Consolidated financial statementsSee the consolidated financial statements for APRILGROUP at December 31 st , 2009, page 125 andfollowing.NET WORTH – FINANCIAL POSITION – EARNINGSPART0142

01. MAIN DOCUMENTEARNINGS - DECEMBER 31 st (in thousand euros)NotesDec 31 st ,2009Dec 31 st ,2008REVENUES 3.4.1 812,963 735,783Other operating income 3.5.1 16,994 17,668Financial income net of charges and excluding cost of debt 3.5.2.1 18,601 8,303TOTAL INCOME FROM ORDINARY ACTIVITIES 848,558 761,754Insurance underwriting expenses 3.5.3 - 352,232 - 256,356Income or expenses net of reinsurance cessions 3.5.4 7,976 - 2,650Other purchases and external expenses 3.5.5 - 211,915 - 220,979Tax - 17,551 - 16,882Personnel costs 3.5.6 - 159,225 - 146,541Depreciation allowance - 10,671 - 9,661Provisions - 9,120 - 6,087Other operating income and expenses - 8,396 - 5,907EBIT 87,424 96,691Change in goodwill 3.5.7 - 276 - 1,405Other operating income and expenses 3.5.8 18,754 - 200OPERATING INCOME 105,902 95,086Financial expenses - 342 - 523Share in affiliated companiesTax charge 3.5.9 - 28,355 - 33,017NET INCOME FROM CONTINUING OPERATIONS 77,205 61,546Net income of discontinued activities 3.5.10 - 2,225CONSOLIDATED NET INCOME 74,980 61,546Minority interests 2,279 971NET INCOME (GROUP SHARE) 72,701 60,575EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.90 1.49DILUTED EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.88 1.48EARNINGS PER SHARE 3.13 1.79 1.49DILUTED EARNINGS PER SHARE 3.13 1.77 1.48CONSOLIDATED NET INCOME 74,980 61,546Profits and losses resulting from the translation of financial statementsof foreign operations1,929 - 5,004Profits and losses relating to the revaluation of available-for-sale financial assets 24,200 - 21,164Other restatements 3,086Tax relating to other comprehensive income items - 5,381 8,361Reclassification adjustments - 361 - 1,841TOTAL INCOME AND EXPENSES RECOGNIZED DIRECTLY THROUGH EQUITY 23,473 - 19,648TOTAL COMPREHENSIVE INCOME 98,453 41,898Minority interests in total comprehensive income 2,234 705Total comprehensive income Group share 96,219 41,193NET WORTH – FINANCIAL POSITION – EARNINGSPART0143The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.

01. MAIN DOCUMENTASSETS(in thousand euros)NotesGrossassetsDec 31 st , 2009DepreciationandprovisionsNetassetsDec 31 st ,2008NetassetsGoodwill 3.6.1 182,292 - 10,919 171,373 152,606Other intangible fixed assets 3.6.2 58,368 - 38,140 20,228 23,843Tangible assets 3.6.3 41,166 - 22,044 19,122 20,521Investment properties 225 - 24 201 207Financial investments 3.6.4 461,591 - 9,765 451,826 369,975Investments representing policies whose financialrisk is borne by the policyholderTransferee and retrocession share in underwritingprovisions and financial liabilities30,9353.6.9 98,808 98,808 95,560Deferred tax assets 3.6.5 5,186 5,186 8,245Other assets 3.6.6 10,051 - 333 9,718 10,408FIXED ASSETS 857,687 - 81,225 776,462 712,300Receivables from insurance operationsor reinsurance acceptedReceivables from cession operationson reinsurance3.6.6 51,653 51,653 35,2103.6.6 56,092 56,092 18,122Trade receivables 3.6.6 135,443 - 8,459 126,984 112,260Tax receivables due 3.6.6 3,539 3,539 4,159Other receivables 3.6.6 49,879 - 3,241 46,638 48,246Cash and cash equivalents3.6.6/3.7.4167,570 167,570 198,922CURRENT ASSETS 464,176 - 11,700 452,476 416,918SUB-TOTAL ASSETS 1,321,863 - 92,925 1,228,938 1,129,219NET WORTH – FINANCIAL POSITION – EARNINGSAssets classified as held for sale 3.1.21 366,016 366,016TOTAL ASSETS 1,687,879 - 92,925 1,594,954 1,129,219The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.PART0144

01. MAIN DOCUMENTLIABILITIES(in thousand euros)Notes Dec 31 st , 2009 Dec 31 st , 2008Share capital 16,358 16,350Paid-in capital 12,683 12,381Consolidated reserves 298,588 230,720Earnings for the period 72,701 60,575Foreign currency adjustments - 3,501 - 5,749GROUP SHAREHOLDERS’ EQUITY 396,829 314,277Minority interests 2,937 3,658TOTAL SHAREHOLDERS’ EQUITY 399,766 317,935Underwriting provisions for insurance policies 3.6.9 454,786 347,290Technical liabilities on investment policies 3.6.10 22,548Liabilities linked to investment policieswhose financial risk is borne by the policyholder3.6.10 34,097Provisions for contingencies and losses 3.6.11 12,862 10,542Deferred tax liabilities 3.6.5 5,015 2,156Financial debt 3.6.12 19,998 25,856NON-CURRENT LIABILITIES 492,661 442,489Current bank borrowings3.6.13/3.7.411,524 8,939Liabilities from insurance operations or reinsurance accepted 3.6.13 10,762 18,215Liabilities from reinsurance operations ceded 3.6.13 60,970 43,101Operating liabilities 3.6.13 192,163 196,578Tax liabilities due 3.6.13 5,484 5,396Other liabilities 3.6.13 89,947 96,566CURRENT LIABILITIES 370,850 368,795SUB-TOTAL LIABILITIES 1,263,277 1,129,219Liabilities classified as held for sale 3.1.21 331,677TOTAL LIABILITIES 1,594,954 1,129,219The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.NET WORTH – FINANCIAL POSITION – EARNINGSPART0145

01. MAIN DOCUMENT1.4.2.3 :: EarningsSee management report page 65 and following, and theearnings for the last five years (page 108).1.4.2.5 :: Source and use of funds - cash-flow statementSee the statutory financial statements for APRIL GROUPat December 31 st , 2009, page 210 and following.1.4.2.4 :: Total and per share dividends for the last threeyearsSee Management report, page 65.1.4.3 :: Group fees for StatutoryAuditors and membersof their networkAUDITStatutory auditing,certification, reviewof individual and consolidatedfinancial statementsAmount(excl. VAT,€ '000)Mazars Deloitte Other%Amount(excl. VAT,€ '000)%Amount(excl. VAT,€ '000)2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008Issuer 45 45 4 % 4 % 35 35 16 % 17 %Fully consolidated subsidiaries 957 744 80 % 62 % 183 171 84 % 83 % 19 94 100 % 100 %Other audits and servicesdirectly linked to statutory auditingmissionIssuerFully consolidated subsidiaries* 200 417 16 % 35 %%NET WORTH – FINANCIAL POSITION – EARNINGSSUB-TOTAL 1,202 1,206 100 % 100 % 218 206 100 % 100 % 19 94 100 % 100 %Other services provided bynetworks to fully consolidatedsubsidiaries:Legal, tax, socialOther(indicate if > 10% of audit fees)SUB-TOTAL - - - - - -PART0146TOTAL 1,202 1,206 100 % 100 % 218 206 100 % 100 % 19 94 100 % 100 %* The other reviews and services linked directly to the statutory auditing assignment carried out by Mazars correspond primarily to due diligence assignmentsperformed in connection with the Group's external growth.

01. MAIN DOCUMENTCHAPTER 1.5CORPORATEGOVERNANCE1.5.1 :: Make-up and operatingprocedures of administrativeand management bodies1.5.1.1 :: Make-up of administrative and managementbodies at December 31 st , 2009Board of DirectorsDirectors Age FUnctionNumber ofAPRIL GROUPshares heldDate of firstappointment (**)Date appointedor reappointedBruno Rousset54 years oldChairman and CEOof APRIL GROUP24,668,403* Aug 28 th , 2007 Apr 23 rd , 2009Xavier Coquard 58 years old Director of APRIL GROUP 113,323 Aug 28 th , 2007 Apr 23 rd , 2009André Arrago60 years oldExecutive Board memberof Hannover ReExecutive Board memberof E+S Rückversicherung AG400 Aug 28 th , 2007 Apr 23 rd , 2009Jean- Claude Augros 63 years old Executive Manager of ISFA 500 Aug 28 th , 2007 Apr 23 rd , 2009Bernard Belletante 56 years old CEO of Euromed 250 Aug 28 th , 2007 Apr 23 rd , 2009Gilles Dupin55 years oldChairman and CEOof Monceau Assurances500 Aug 28 th , 2007 Apr 23 rd , 2009Philippe Marcel 56 years old Chairman of MG Fil Conseil 1,145 Aug 28 th , 2007 Apr 23 rd , 2009Jean-Yves Nouy 61 years old CEO of SHAM 2,200 Aug 28 th , 2007 Apr 23 rd , 2009CORPORATEGOVERNANCEPatrick Petitjean 53 years oldChairman and CEO of APRILGROUP PREVOYANCE SANTEand APRIL Assurances170 Apr 23 rd , 2009 Apr 23 rd , 2009PART01Guy Rigaud63 years oldChairman of the Executive Boardof Rhône-Alpes Création andCEO of Amorçage Rhône-Alpes750 Aug 28 th , 2007 Apr 23 rd , 200947Jean- Pierre Rousset62 years oldChairman and CEO of APRILGROUP CORPORATE355 Apr 23 rd , 2009 Apr 23 rd , 2009(*)Including 24,668,393 shares held by Evolem, which is 100% owned by Bruno Rousset(**)The general meeting on August 28 th , 2007 changed the company's means of administration and management by adopting the structure based on a Board of Directors.At this time, it appointed the first members of its Board of Directors.Certain members of the current Board of Directors held positions as corporate officers in the company's governance bodies (Supervisory Board and Executive Board)prior to the general meeting on August 28 th , 2007.

01. MAIN DOCUMENTThe other offices of APRIL GROUP Directors are presentedin the management report (Pages 88 and following).To the best of the company's knowledge, the only familyties between members of the Board of Directors arebetween Bruno Rousset and Jean-Pierre Rousset, whoare brothers.The management experience and expertise of eachmember of the Board of Directors is detailed below:Bruno Rousset has a degree in management andmarketing and also graduated from the Centre dePerfectionnement aux Affaires de Lyon. In 1979, he joinedthe Lyon-based retirement and personal protection groupUPESE (Union de Prévoyance des Entreprises du Sud-Est) as head of personal protection, then Deputy Director.In 1988, he founded APRIL, which has today become theAPRIL group, within which he is the Chairman and ChiefExecutive Officer.Xavier Coquard attended the IBM management schooland graduated from a qualifying insurance broker trainingprogram. In 1974, he joined the Lyon-based retirement andpersonal protection group UPESE (Union de Prévoyancedes Entreprises du Sud-Est) as a project leader. In 1988,with Bruno Rousset, he founded APRIL, which has todaybecome the APRIL group, serving among other positionsas its Company Secretary and Vice President for NewTechnologies. He is also the founder and Chairman of theSupervisory Board of Terre d'entreprises and Châteaudes Broyers.André Arrago has a degree from the French institute forinsurance and financial sciences, in addition to a degree inactuarial studies. In 1985, he joined Hannover Re as headof non-life for countries from Latin America and the Arabworld. Since 2001, he has been a member of HannoverRe's Executive Board and extended his responsibilitiesas head of non-life virtually worldwide.Jean-Claude Augros has a postgraduate DEA inmanagement sciences. He is Head of the Frenchinstitute for insurance and financial sciences, and hasbeen teaching at Université Claude Bernard Lyon 1 as aprofessor in management sciences since 1986.Bernard Belletante graduated from the Ecole NormaleSupérieure and has a PhD in economics and management.In 2002, he was appointed Chief Executive Officerof Euromed Management. He is also a professor infinance, while serving as Chairman of the Mediterraneanmanagement schools network (RMEM) and Altarès'Scientific Board.Gilles Dupin is a Polytechnique engineer and graduated asone of the top students from Institut d'Études Politiquesde Paris (economics and finance). He joined the MonceauGroup in 1995 and became its Chief Executive Officerin September 1995. He is also Chief Executive Officerof Mutuelle Centrale de Réassurance, Capma-Capmi,CART, CIARL, CIAM and CIMA.Philippe Marcel graduated from EM Lyon, and joinedEcco Travail Temporaire in 1981. In 1996, following themerger of Adia and Ecco, he became Chief ExecutiveOfficer of the newly created Adecco Group for France,overseeing a region grouping together Ireland, the UK,Morocco and South Africa. Then, in 1997, he becamethe Adecco Group's non-executive Chairman. Today,he is Chairman of MG Fil Conseil and Chairman of theSupervisory Board of Novalto.Jean-Yves Nouy, an IEP de Paris graduate, began hiscareer at Groupama. In 1986, he joined UAP Réassurancesas Company Secretary. At the time of the merger in 1989,he became Company Secretary for the Scor Group. In2003, he was appointed Chairman of the Benfield groupand created Catixl, a company specialized in the creationof disaster indexes. Since 2004, he has been ChiefExecutive Officer of SHAM.Patrick Petitjean graduated in economic sciencesand management, and attended the Centre dePerfectionnement aux Affaires de Lyon. After 15 yearswithin OPAC, in 2000 he joined the APRIL groupas Chairman and Chief Executive Officer of APRILAssurances and APRIL GROUP PREVOYANCE SANTE.Guy Rigaud is an ESC de Clermont-Ferrand graduate. For15 years, he lectured in general economics, accountingand sociology at ESC de Clermont-Ferrand, while at thesame time working as a consultant. Since 1989, he hasbeen Chairman of the Executive Board of Rhône-AlpesCréation.Jean-Pierre Rousset graduated in law and from the Frenchschool for press attachés. After numerous experiencesas head of communications, in 1998 he joined Burson-Marsteller as Chairman and Chief Executive Officer.CORPORATEGOVERNANCEPART0148

01. MAIN DOCUMENTIn 2003, he became Chairman of TBWA/Corporate, andat the end of 2008, he was appointed Chairman and ChiefExecutive Officer of APRIL GROUP CORPORATE.For security reasons, the address of APRIL GROUPDirectors is that of the company’s registered office: APRILGROUP: 83-85, boulevard Vivier Merle – 69003 LYON.1.5.1.2 :: Administrative and management body operationsThe Sustainable Development Committee meets as theAudit Committee and the Compensation Committeeduring specific sessions. It is also responsible foraddressing major strategic and organizational issuesin the company (risk management, and monitoring ofinternal audit, acquisition policy and integration of newcompanies, Group culture, human resources policy,governance rules, etc.). It reports to the Board of Directorsand leads to management actions.Number of Board of Directors meetings during the fiscalyear just ended: six.The APRIL group Board of Directors handles all theassignments defined by law. It is also intended, thanksto the presence of several independent directorson the Board, as a system of warning, criticism andrecommendation.During the fiscal year just ended, the Board of Directorsaddressed the following main issues in addition to thoseprovided for under the law and regulations in force:- Monitoring of acquisition projects and the creation ofnew companies or activities;- Monitoring of the integration of new companies withinthe Group,- Monitoring of the results of the employee satisfactionsurvey,- Monitoring of risk management and internal auditwork,- Monitoring of the policy for creating new products andservices,- Monitoring of provisional budgets and actuals,- Monitoring of the financial rating process for certainsubsidiaries.The Sustainable Development Committee's missions weremodified at the Board of Directors meeting on December10th, 2009. In accordance with the French commercialcode, APRIL GROUP will set up an Audit Committee in2010. In this way, part of the remits previously entrustedto the Sustainable Development Committee will betransferred to this Audit Committee. The SustainableDevelopment Committee will continue to be in charge ofsubjects relating to the executive compensation policy,mobility, social reporting and the main issues relating tohuman resources.The Audit Committee is expected to be chaired by Mrs.Dominique Takizawa, subject to her appointment as anAPRIL GROUP Director at the annual general meetingconvened to approve the financial statements for theyear ended December 31 st , 2009.The Group’s Investment Committee reviews proposalsprior to any acquisitions of companies or equity interests,activity creation, material investment in a company ordivestment. On such projects, it takes the final decisionsin the last resort. Minutes presenting the InvestmentCommittee’s decisions are provided to the members ofthe Board of Directors. A set of bylaws has been drawnup, presenting this Committee’s operations.CORPORATEGOVERNANCEThe Sustainable Development Committee held fourmeetings over the last fiscal year. It includes the Chairmanof the Board of Directors and 5 directors, of whom 4 areindependent:- Jean-Claude Augros;- Bernard Belletante;- Gilles Dupin;- Philippe Marcel;- Guy Rigaud.In 2008, the Investment Committee met four times.The Chairman of APRIL GROUP’s Board of Directorsis a member of this Committee, as Chairman. TheBoard of Directors has appointed the following asits representatives for an indefinite period on APRILGROUP’s Investment Committee:- Bernard Belletante;- Guy Rigaud;PART0149

01. MAIN DOCUMENTThe Investment Committee also includes a non-directormember: Jean–Michel Rallet.The Insurance Committee is an independent committeefor the Group's insurance companies. It includes theChairman of the Board of Directors, as well as themembers of the Board of Directors who are insuranceprofessionals:- André Arrago;- Gilles Dupin;- Jean-Yves Nouy;- Jean-Claude Augros.It is responsible for managing issues relating to theinsurance strategy, the financial insurance strategy,insurance risk management and control procedures, andrules as an insurance audit committee and insuranceappointments committee. It reports on its work to theBoard of Directors. It is chaired by Mr. Jean-Yves Nouy.1.5.1.3 :: Specific information on corporate officersFor the purposes of their terms-of-office, Board ofDirectors members are domiciled at the company’sregistered office.Over the last five years, to the best of the company’sknowledge and on the date of drawing up the presentdocument, none of the Board of Directors members:- Have been convicted of fraud,- Have been associated with a bankruptcy, sequestrationor liquidation,- Have been incriminated in or been officially sanctionedby statutory or regulatory authorities,- Have been prevented by a court from serving as amember of an administrative, management or Board ofDirectors or from managing or conducting the businessof an issuer.The Directors enable APRIL GROUP to benefit from theirexpertise and experience relative to the topics describedin Section 5.1.2 such as strategy, external growth, humanresources and risk management. The various offices heldby Directors, as presented below, attest to the experiencebuilt up by these members. In addition, the Chairmanand CEO complies with the regulatory conditions in forcerelative to insurance brokerage.To the best of the company’s knowledge and on the dateof drawing up the present document, no arrangementsor agreements had been concluded with the mainshareholders, clients or suppliers under which any of theDirectors has been selected in this capacity.To the best of the company’s knowledge and on the dateof drawing up the present document, none of Directorshad agreed to any restrictions concerning the disposal oftheir interest in the company’s capital.To the best of the company's knowledge and on theday when the present document was drawn up, variousservice delivery contracts had been entered into betweenon the one hand APRIL GROUP CORPORATE and KertésConseil (representing Mr. Jean-Pierre Rousset) and onthe other Assinco and Kertés Conseil (representing Mr.Jean-Pierre Rousset). At present, there is now only oneservice delivery contract in place between Kertés Conseil(representing Mr. Jean-Pierre Rousset) and Assinco.The missions set out in Mr. Jean-Pierre Rousset'sservice delivery contract are as follows: overseeing anddefining the global strategy, structuring, coordinating andmanaging the two companies.Under the service delivery contracts, Kertés Conseilhas received €205,072 in fees from APRIL GROUPCORPORATE and Assinco, with this amount able to beadjusted and capped at €275,000 net of tax, based on afull-time position.To the best of the company's knowledge and on theday when the present document was drawn up, noconflicts of interest had been identified between theduties of each member of the Board of Directorsand the executive management team in relationto the company in their capacity as corporateofficers and their private interests or other duties.CORPORATEGOVERNANCEPART0150

01. MAIN DOCUMENTTerms-of-office for each corporate officer over thelast five years:Bruno ROUSSETCurrent offices and functions:APRIL GROUP SAChairman and CEOOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupEvolem SAChairman and CEOEvolem 1 Representative Evolem SA Chairman of Evolem 1Evolem 2 Representative Evolem SA Chairman of Evolem 2Evolem 3 SASEvolem AviationEvolem Développement EURLRousset & Rousset SARLJellyFlexMKGOrthoDo It YourselfChairmanChairmanManagerManagerRepresentative of Evolem 2 Chairman of JellyRepresentative of Evolem 2 Chairman of FlexRepresentative of Evolem 2 Chairman of MKGRepresentative of Evolem 2 Chairman of OrthoRepresentative of Evolem 1 Chairman of Do It YourselfNovadevHedipaStairsRepresentative of Evolem 1 Chairman of NovadevRepresentative of Evolem 1 Chairman of HedipaRepresentative of Evolem 1 Chairman of StairsCORPORATEGOVERNANCEMonceau Assurances SAGroupe Norbert Dentressangle SADirectorMember of the Supervisory BoardPART01Kaelia SA Permanent representative of Evolem 1EM Lyon (Association)Vivier Merle (SC)DirectorCo-manager51

01. MAIN DOCUMENTOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:VBS SATerre d’Entreprises SABanque Populaire de Lyon SADirectorMember of the Supervisory BoardDirectorXavier COQUARDCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupTerre d’Entreprises SASA des BroyersChairman of the Supervisory BoardChairman of the Supervisory BoardOffices (outside of the APRIL group) held over thelast five years, but no longer held at present: N/AAndré ARRAGOCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupHannover ReLa Mutuelle des Transports et ArtisansGroupement Français de CautionMember of the Executive BoardMember of the Board of DirectorsMember of the Board of DirectorsCORPORATEGOVERNANCEOffices (outside of the APRIL group) held over the last fiveyears, but no longer held at present: N/APART01Jean- Claude AUGROSCurrent offices and functions:52APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupI.S.F.A.Executive Manager

01. MAIN DOCUMENTOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present: N/ABernard BELLETANTECurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupGroupe Euromed ManagementTechne SABemobee SolutionsAltidiemCEODirectorDirectorDirectorOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present: N/AGilles DUPINCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupMonceau AssurancesCapma & CapmiMutuelle Centrale de Réassurance (MCR)Chairman and CEOCEOChairmanCORPORATEGOVERNANCEMonceau Générale Assurances (MGA)Monceau Retraite & Épargne SAFédération Nationale des Groupements de Retraiteet de Prévoyance - FNGRP (GIE)Service Central des Mutuelles – SCM (GIE)Monceau Assurances Dommages – ASD (GIE)Monceau Investissements Immobiliers – MIIMonceau Investissements Mobiliers – MIMSociété Civile Centrale Monceau – SCCMChairman of the Executive BoardChairman of the Supervisory BoardDirectorDirectorDirectorManagerManagerManagerPART0153

01. MAIN DOCUMENTAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010UFG- LFPCyberlibris SANorden (SICAV)Permanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Capma & CapmiOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Société Civile Foncière Centrale Monceau – SCFCMNoam Europe ExpansionUni HocheCentrale Court- Terme (SICAV)Unigestion (SICAV)Pyramides Convertibles (SICAV)VR AssurancesOCAMMonceau Sélection Plus (ex Khorum) (SICAV)VR Assurances HoldingAtlas Maroc (SICAV)Philippe MARCELCurrent offices and functions:ManagerPermanent representative of Monceau AssurancesPermanent representative of Mutuelle Centrale de Réassurance(MCR)Permanent representative of Mutuelle Centrale de Réassurance(MCR)ChairmanPermanent representative of Mutuelle Centrale de Réassurance(MCR)Permanent representative of Société en Assurance Réassurance etPrévoyance – SARP SAPermanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Capma & CapmiPermanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Groupe Monceau MAACORPORATEGOVERNANCEPART01APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 201054Outside of the GroupSipemi SASGL Events SAChairmanDirector

01. MAIN DOCUMENTAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010EM Lyon (Association)Novalto SAPartners In Business Management (SAS)Silli Ker INC. (American-law company)MG Fil Conseil (SAS)Aldes SAChairmanChairman of the Supervisory BoardChairmanDirectorChairmanDirectorOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Adecco Holding France SASAvion Ecco (GIE)Adecia - SAAltedia SAAdecco SA (Swiss-law company)Adecco Travail Temporaire SASAHF e Business - SASEcco SASAdia SASInterecco ManagementSistel Services SASOlsten SAOlsten TT SAOlsten TT SUD SAQuick Medical Services SAASVEL Basket SASPAjilon France SAAlexandre Tic SAPixid SNCChairmanDirectorDirectorDirectorDirectorChairmanChairmanChairmanChairmanCEO / DirectorDirectorChairman and CEODirectorChairman and CEODirectorDirectorPermanent representative of Adecco TTPermanent representative of Adecco TTPermanent representative of Adecco TT, ManagerCORPORATEGOVERNANCEPART0155

01. MAIN DOCUMENTJean- Yves NOUYCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupShamSham ServicesSham VieAXA FIFCEOChairmanChairman and CEOMember of the Supervisory BoardOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:BenfieldCatixlChairman and CEOChairmanPatrick PETITJEANCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupN/AOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:CORPORATEGOVERNANCEPART01Outside of the GroupDelta SADirector56

01. MAIN DOCUMENTGuy RIGAUDCurrent offices and functions:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupRhône- Alpes Création SAAmorcage Rhône- Alpes SASRAC Ingenierie SASChairman of the Executive BoardCEOChairmanOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:GR Consultant EURLManagerJean- Pierre ROUSSETOffices and functions held within and outside of theGroup in 2009:APRIL GROUP SADirectorOffice ending: general shareholders’ meeting convened to approve the financial statementsfor the year ending December 31 st , 2010Outside of the GroupAgence ElanOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Outside of the GroupTBWA CorporateCEOChairmanCORPORATEGOVERNANCEPART0157

01. MAIN DOCUMENT1.5.2 :: Executive interests in thecompany’s share capital1.5.3 :: Employee profit-sharingschemesSee section 1.2.3. page 15 and 16.1.5.2.1 :: Executive compensationSee Management report page 82 and following1.5.2.2 :: Information on stock options and warrantsSee Management report page 82 and following1.5.2.3 :: Regulated agreementsSee the special Statutory Auditor’s report,page 236 andfollowing1.5.2.4 :: Loans and pledges to Directors Board membersN/A1.5.3.1 :: Optional and mandatory profit-sharingagreementsAPRIL GROUP wants all employees to be associatedwith its growth by giving them an interest in its income inorder to create heightened awareness of the communityof interests that exists within the company and improvelevels of individual and group performance.The current agreement gives rights to employees inrespect of the three fiscal years starting January 1 st , 2009through December 31 st , 2011.The amount for profit-sharing is determined in line witha set of criteria for performance based on the qualityand productivity of APRIL GROUP SA. Each criterion,weighted by a coefficient, will determine the amount ofprofit-sharing paid to employees.The amounts paid are summarized in the table below:Profitsharingfor 2004paid in 2005Profitsharingfor 2005paid in 2006Profitsharingfor 2006paid in 2007Profitsharingfor 2007paid in 2008Profitsharingfor 2008paid in 2009Profitsharingfor 2009TO BE paidin 2010In thousand euros 168 159 215 239 257 1751.5.3.2 :: WarrantsAt the Combined General Meeting on April 11 th , 2008, thecompany’s shareholders renewed the authorization to theBoard of Directors to grant stock options and/or warrants topurchase company shares up to a maximum of 5% of theoutstanding share capital as on the date the last option isgranted, within the limit of current regulation.Pursuant to the law, the authorization given by the GeneralMeeting prevails to the benefit of option-beneficiarieswith shareholders expressly renouncing their preferentialsubscription rights in respect of shares issued as options areexercised.The General Meeting of April 24 th , 2008 also gives full powersto the Board of Directors to set option prices within thefollowing limits: the subscription price may not be less than100% of the average listed price over the twenty trading daysimmediately preceding the grant date, with an option for theBoard of Directors to offer a discount of up to 5% on thesubscription price.CORPORATEGOVERNANCEPART0158

01. MAIN DOCUMENTThese options may be exercised for the applicable legalperiod as of the grant date, subject to any restrictions thatmay be made by the Board of Directors in plan regulationsand/or at the time of individual grants of options.Stock options or warrants granted to the 10 mainbeneficiary employees (non-corporate officers)options exercised by the 10 employees with thehighest number of options exercisedNumber of optionsgranted / sharessubscribed for orpurchasedPrice € Maturity PlanOptions granted during the year by the issuer andany company included in the scope for allocatingoptions to the 10 employees from the issuer andany company included in the scope awarded thehighest number of options26,50028,00035,00022.5322.5322.53May 12 th , 2015May 12 th , 2015May 12 th , 2015n° 21n° 22n° 23Options held on the issuer and the abovementionedcompanies exercised during the yearby the 10 employees from the issuer and thesecompanies having purchased or subscribedfor the highest number of shares2,4105,94010,00016.6915.5715.94April 24 th , 2009Dec 11 th , 2009April 30 th , 2011n° 7n° 8n° 10Summary of stock options and warrantsThis table factors in the 10-for-1 stock split and thereforethe multiplication of options by 10, with each option entitlingholders to purchase shares at 0.4 euro.PLAN N° 9 PLAN N° 10 PLAN N° 11 PLAN N° 12 PLAN N° 13 PLAN N° 14Date of General Meeting Apr 24 th , 03 Apr 29 th , 04 Apr 28 th , 05 Apr 28 th , 05 Apr 27 th , 06 Apr 27 th , 06CORPORATEGOVERNANCEDate of the Board of Directorsor Executive BoardTotal number of shares offereredon plan datetNumber of shares that can be subscribedor purchased by:· corporate officers (*)· first 10 employees beneficiariesApr 24 th , 03 Apr 29 th , 04 Apr 28 th , 05 Apr 28 th , 05 Apr 28 th , 06 Apr 28 th , 0637,000 44,000 47,000 65,000 70,000 10,00032,000020,000030,00011,00045,000048,00012,00000PART0159Options exercise start date Apr 25 th , 08 Apr 30 th , 09 May 1 st , 09 May 1 st , 09 Apr 29 th , 10 Apr 29 th , 10End date Apr 25 th , 10 Apr 30 th , 11 Apr 30 th , 11 Apr 30 th , 11 Apr 28 th , 12 Apr 28 th , 12

01. MAIN DOCUMENTPLAN N° 9 PLAN N° 10 PLAN N° 11 PLAN N° 12 PLAN N° 13 PLAN N° 14Subscription or exercise price € 13.91 € 15.94 € 23.43 € 23.43 € 42.32 € 42.32Shares subscribed or purchasedat Dec 31 st , 200932,000 10,000 0 0 0 0Stock options or warrants cancelled 5,000 24,000 47,000 45,000 43,000 10,000Remaining number of stock optionsor warrants0 10,000 0 20,000 27,000 0(*)This figure includes corporate officers from Group subsidiariesN.B. : The plans n°1 to 8 have ended. No more options may be exercised in connection with these plans.PLAN N° 15 PLAN N° 16 PLAN N° 17 PLAN N° 18 PLAN N° 19 PLAN N° 20Date of General Meeting Apr 27 th , 06 Apr 27 th , 06 Apr 27 th , 06 Apr 27 th , 06 Apr 24 th , 08 Apr 24 th , 08Date of the Board of Directorsor Executive BoardTotal number of shares offereredon plan datetJul 10 th , 06 Apr 26 th , 07 Apr 26 th , 07 Apr 26 th , 07 Apr 24 th , 08 Apr 24 th , 08116,000 40,000 21,000 226,000 60,000 82,500Number of shares that can be subscribedor purchased by:· corporate officers (*)· first 10 employees beneficiaries115,0001,00040,000010,00011,00097,00043,00048,0002,00076,0006,500Options exercise start date Jul 11 th , 10 Apr 27 th , 13 Apr 27 th , 11 Apr 27 th , 11 Apr 24 th , 13 Apr 24 th , 13End date Jul 10 th , 12 Apr 26 th , 14 Apr 26 th , 13 Apr 26 th , 13 Apr 23 rd , 15 Apr 23 rd , 14Subscription or exercise price € 39.42 € 40.56 € 40.56 € 40.56 € 31.08 € 31.08Shares subscribed or purchasedat Dec 31 st , 20090 0 0 0 0 0Stock options or warrants cancelled 45,000 20,000 13,000 88,000 30,000 64,000CORPORATEGOVERNANCERemaining number of stock optionsor warrants(*)This figure includes corporate officers from Group subsidiaries71,000 20,000 8,000 138,000 30,000 18,500PART01N.B. : The plans n°1 to 8 have ended. No more options may be exercised in connection with these plans.60

01. MAIN DOCUMENTPLAN N° 21 PLAN N° 22 PLAN N° 23 PLAN N° 24Date of General Meeting Apr 23 rd ,09 Apr 23 rd ,09 Apr 23 rd ,09 Apr 23 rd ,09Date of the Board of Directors or Executive Board Apr 23 rd ,09 Apr 23 rd ,09 Apr 23 rd ,09 Apr 31 th ,09Total number of shares offerered on plan datet 77,000 73,000 85,500 15,000Number of shares that can be subscribedor purchased by:· corporate officers (*)· first 10 employees beneficiaries41,00027,00045,00028,00041,50035,00015,0000Options exercise start date May 13 th , 13 May 13 th , 13 May 13 th , 13 Sep 14 th , 15End date May 12 th , 15 May 12 th , 15 May 12 th , 15 Sep 14 th , 15Subscription or exercise price € 22.53 € 22.53 € 22.53 € 27.08Shares subscribed or purchased at Dec 31 st , 2009 0 0 0 0Stock options or warrants cancelled 5,000 0 5,000 0Remaining number of stock options or warrants 72,000 73,000 80,500 15,000(*)This figure includes corporate officers from Group subsidiariesN.B. : The plans n°1 to 8 have ended. No more options may be exercised in connection with these plans.1.5.3.3 :: Bonus sharesAt the Combined General Meeting on April 24 th , 2008,the company's shareholders authorized the Board ofDirectors to carry out free allocations of ordinary companyshares to the Group's employees and/or corporateofficers for up to 5% of the share capital on the date theyare awarded.As provided for under French law, in line with theauthorization given by the General Meeting, shareholdersexpressly waive their preferential subscription right to anynew shares issued through the incorporation of reserves,premiums and profits.The General Meeting also gives full powers to theBoard of Directors to set the conditions and criteria forawarding shares, determine the identity of beneficiariesand the number of shares awarded to each one ofthem, determine the impacts on beneficiaries' rights ofoperations modifying the capital or likely to affect thevalue of the shares awarded and carried out during thevesting and holding periods, and, as a result, modify oradjust, as required, the number of shares awarded inorder to maintain beneficiaries' rights.Within this framework, the Board of Directors maynotably decide to acquire any shares required underthe share buyback program and assign them to theallocation scheme, and may take any measures requiredto ensure compliance with the holding requirement forbeneficiaries.In accordance with this delegation and to mark theGroup's 20th anniversary, the Board of Directors awardedbonus APRIL GROUP shares to the Group's employeesand corporate officers on April 24 th , 2008, based on 50shares for each beneficiary (Group company corporateofficer and/or employee on March 31st, 2008). None ofAPRIL GROUP’s executive officers benefited from thisallocation. This allocation will only be definitive after afive-year vesting period as of this decision to award theshares, i.e. April 24 th , 2013, subject to compliance withCORPORATEGOVERNANCEPART0161

01. MAIN DOCUMENTthe conditions and criteria for allocation on this date. Theshares awarded freely at the end of the vesting period willbe existing shares held by the company under its sharebuyback program.The Board of Directors then set the holding period fortwo years (i.e. April 24 th , 2015) from the definitive vestingdate, after which beneficiaries will be able to freely sellthe shares.Such bonus shares represent a total of 119,600 shares,i.e. 0.3% of the share capital on the allocation date.CORPORATEGOVERNANCEPART0162

01. MAIN DOCUMENTCHAPTER 1.6RECENT DEVELOPEMENTSAND OUTLOOKSee the Management report page 65 and following.RECENT DEVELOPEMENTSAND OUTLOOKPART0163

02MANAGEMENTREPORT

02. MANAGEMENT REPORTCHAPTER 2.1MANAGEMENTREPORT:: APRIL GROUPFrench limited company (société anonyme)with a Board of Directorswith share capital of euro 16,357,654.00Head office:LYON 3 ème - 83-85, boulevard Marius Vivier Merle377 994 553 RCS LYONBoard of Directors’ report on operationsfor the year ended December 31 st , 2009,presented at the combined generalshareholders’ meetingon April 22 nd , 2010Dear Shareholders,As required under French Law, your Board of Directorsis pleased to report on the activities of your Company,its subsidiaries and the Group during the financial yearended December 31 st , 2009, presenting the results ofits activity and the outlook for the future, and lastly,submitting the balance sheet and annual statutory andconsolidated financial statements for the year then endedfor your approval.2.1.1 :: Activity and results of thecompany, its subsidiaries andthe GroupThe annual financial statements at December 31 st , 2009that we are submitting for your approval have been drawnup in accordance with the rules of presentation and thevaluation methods provided for under the regulations inforce in France.Pursuant to European Regulation 1606/2002 of July19 th , 2002, the consolidated financial statements that weare submitting for your approval have been drawn up inaccordance with IFRS, as adopted within the EuropeanUnion. The IFRS framework includes the InternationalFinancial Reporting Standards (IFRS), InternationalAccounting Standards (IAS), and their interpretationsby the International Financial Reporting InterpretationsCommittee (IFRIC).The accounting rules and valuation principles retainedfor drawing up the consolidated financial statementsat December 31 st , 2009 are those contained in the IFRSstandards and interpretations published in the EuropeanUnion’s official gazette on December 31 st , 2009, theapplication of which is compulsory as of this date. Anystandards or interpretations adopted by the IASB or IFRICbut not yet made compulsory by the European Union atDecember 31 st , 2009 have not been applied.MANAGEMENTREPORTPART02APRIL GROUPIn a market that is expected to be up by around 9% inFrance, APRIL GROUP’s revenues were up 10.5% and77.2 million euros to 813.0 million euros. Proforma growthcame to 7.8%, including the deconsolidation of revenueson the Savings-Life business.65

02. MANAGEMENT REPORTDynamic external growth has been achieved in 2009, inline with several strategies:- The Group's continued international deployment,with the acquisition of the SANO CONCEPT group,the Switzerland-based broker, and Genç Sigorta, thecompany based in Turkey;- The strengthening of the position on the legal protectionmarket, with the acquisition of JUDICIAL.2009 was also marked by the creation of GIE APRIL AssetManagement, the economic interest group in charge ofthe financial management of investments by the Group'sinsurance companies.The Group would like to focus its activities andinvestments on its network coordination and brokeragemodel, combining recurrent revenues and effectivelymanaged distribution. In this way, the Group has sold offLondon & European Title Insurance Services, SFG andHabitance.The Group’s international activities continue to grow: itnow account for 13.5% of total business, compared with5.1% in 2007 and 11.9% in 2008. In this way, revenuesgenerated outside of France came to 109.6 million eurosat the end of 2009.At the end of 2009, 40 companies were consolidated fortax purposes, with APRIL GROUP SA representing thehead of the group, enabling the Group to generate a taxconsolidation premium of 18.3 million euros in 2009.In 2009, consolidated net income totaled 75.0 millioneuros, with the net Group share coming out at 72.7million euros.Group companiesHealth and personal protectionThe health and personal protection business was up10.2% (+7.8% like-for-like) to 533.7 million euros,representing 64.8% of revenues compared with 64.4% in2008 on a constant accounting method basis, before theelimination of interbranch transactions for 10.2 millioneuros. Operating income came to 105.2 million euros,with 64.4 million euros in net income (Group share).This growth has been driven by all of this branch’s lines:individual health and personal protection, group healthand personal protection, borrower insurance.Property and casualty insuranceThe property and casualty business rose 15.5% (+7.5%like-for-like) to 289.5 million euros, accounting for 35.2%of total revenues compared with 33.3% in 2008 on aconstant accounting method basis. Its contribution tooperating income came to 6.0 million euros, with -3.1million euros in net income (Group share).SavingsThe Life-Savings branch is concerned by a disposalprocess, which is sufficiently far advanced to justifythe reclassification of this branch under "incomefrom discontinued activities". Over 2009, the branchrepresented 242 million euros in premium income, with10.9 million euros in revenues.Holding companyThe holding company – APRIL GROUP SA – does notgenerate revenues on account of its activity to steer andmanage the Group. Its financial income, primarily linkedto dividends from subsidiaries, came to 72.1 millioneuros, with 69.7 million euros in net income.APRIL GROUP does not bill Group companies for anyservices provided.Investments and financingAcquisitionsIn 2009, the Group acquired the following companies:SANO CONCEPT Holding and its subsidiaries, GençSigorta and JUDICIAL.APRIL GROUP SA also bought out minority interests inASSURDOM, APRIL Santé, APRIL Iberia, APRIL WAF,APRIL North America, APRIL Marine, Solidaris, Cacepand Haussmann Conseils.CreationGIE APRIL Asset Management, the economic interestgroup in charge of the financial management ofinvestments by the Group's insurance companies, wascreated in 2009.All of the investments carried out were fully selffinanced.The Group's financial debt came to 20.0 million euros,compared with 25.9 million euros in 2008, primarilycomprising:MANAGEMENTREPORTPART0266

02. MANAGEMENT REPORT- 11.8 million euros in financial liabilities resulting fromcommitments to buy out minority interests;- 7.7 million euros in borrowings from credit institutions,primarily due to the new companies included in the basisfor consolidation;- 0.5 million euros in other debt.2.1.2 :: Post-balance sheet events andoutlook for 2010Post-balance sheet eventsOn March 1st, 2010, APRIL GROUP sold off its 100%stake in APRIL Solutions to CWI Group.OutlookAPRIL GROUP is pursuing its growth policy based onthree key strategies:· The development of its offering in order to:- Capitalize on the numerous opportunities opened up bythe development of the supplementary health market inFrance,- Consolidate its leadership on individual loan insurance,- Become a reference player in terms of group socialprotection,- Ensure profitable development on property and casualtyinsurance for retail clients,- Diversify its offerings on high-growth and highprofitabilityniches, increasing the number of opportunitiesfor partnerships with its distributors,- Become the reference partner for its distributor clientswhile cultivating its positioning as a global and segmentedplayer,· The development of distribution in order to:- Provide an increasingly differentiating quality of serviceto agent and broker partners, ramping up initiatives toconsolidate mutual relations,- Develop partnerships with key account clients,- Develop direct distribution for retail and corporateclients;· The internationalization of its activities in order to:- Duplicate the wholesaler model with internationalbrokerage networks, capitalizing on our channelmanagement expertise,- Take up positions to accompany major clients in Europeon certain business lines,External growth, in line with an opportunistic acquisitionstrategy, is enabling the Group to incorporate newproduct or channel expertise.In 2010, APRIL GROUP aims to forge ahead with theconsolidation of its activities and its investments basedon its network coordination and brokerage model,combining recurrent revenues and effectively manageddistribution.2.1.3 :: Allocation of incomeIn light of the statutory financial statements for the yearended December 31 st , 2009, with a profit of 69,655,175.05euros, we propose the following allocation:- 786.00 euros to “legal reserves”;- 17,993,419.40 euros to shareholders as dividends;- The balance, i.e. 51,660,969.65 euros, to “other reserves”.As such, each of the 40,894,135 shares comprising the sharecapital is to be paid a net dividend of 0.44 euros.In accordance with the legal provisions in force since January1st, 2005, this dividend will not be accompanied by an“avoir fiscal” tax credit. However, in accordance with theprovisions of Article 158-3-2 of the General French Tax Code(Code Général des Impôts), only individual shareholders willbe entitled to a rebate equal to 40% of the amount of thedividend paid out.This dividend is to be paid out on Monday May 3 rd , 2010.If the company were to hold any of its own shares as onthe date that these dividends were paid out, the sumscorresponding to dividends not paid out on account of suchshares would be allocated to retained earnings.MANAGEMENTREPORTPART0267

02. MANAGEMENT REPORT2.1.4 :: Dividends over previous yearsIn accordance with the provisions of Article 243 ii of theGeneral French Tax Code, we would like to remind youthat dividends paid out over the previous three yearswere as follows:FISCAL YEARRevenues eligible for rebateDividendsother revenuespaid outRevenuesnot eligiblefor rebate2006 16,292,779.20 € - -2007 17,956,678.08 € - -2008 15,001,740.28 € - -2.1.5 :: non-deductible chargesand expensesIn accordance with the provisions of Articles 223 iv and223 v of the General French Tax Code, you are herebyinformed that the financial statements for the fiscal yearjust ended included a charge of 17,358 euros, correspondingto non-deductible expenses for tax purposes.2.1.6 :: Breakdown of trade payablesAt December 31 st , 2009, trade payables showed a balanceof 276,000 euros, with the following breakdown:- 44% for invoices not due payable within 30 days of theend of the month in which the invoice was issued,- 56% for invoices due, with the failure to comply withthe terms of payment on these invoices due to specificreasons (disputing the invoice or waiting to receive a creditnote).2.1.7 :: Director's feesThe Group would like to submit a proposal at the GeneralMeeting for 2010 for the directors’ fees to be allocatedas compensation for the actions of the members of theBoard of Directors in 2009.This compensation must reward their commitment,factoring in all the phases for their work: preparation,holding of sessions, follow-up on decisions and actions.On this basis, we recommend allocating directors’ fees inline with the following principle:- For each Supervisory Board/Boardof Directors session:- For each Sustainable DevelopmentCommittee session:- For each InvestmentCommittee session:- For each InsuranceCommittee session*:1,650 euros1,100 euros1,100 euros1,100 euros* At the Board meeting on December 10 th , 2009, theDirectors decided to award 2,200 euros in director's feesfor each Committee meeting from January 1 st , 2009 forthe Chairman of the Insurance Committee.MANAGEMENTREPORTPART0268

02. MANAGEMENT REPORTWe therefore recommend setting the total amountof directors’ fees awarded to directors for 2009 at121,000 euros in light of their participation in thesevarious bodies.:: BREAKDOWN BY AGE GROUP2007They will be paid by bank cheque.2.1.8 :: Social and environmentalconsequences of activities:: Environmental consequencesThrough its business, APRIL GROUP has a relativelylimited impact on the environment. However, the Group islooking into ways to improve this environmental impact.In this way, a certain number of concrete actions werepursued over 2009, including projects to ensure paperfreeprocesses for managing documents and publicinformation.2008:: Social consequencesWorkforce and staffing structureAPRIL GROUP saw its workforce increase by 21% in2009. This increase primarily reflects the acquisitionsmade at the end of 2008 and in 2009, with their workforceincorporated into the HR data this year, includingCORIS International and SANO CONCEPT.:: BREAKDOWN BY GENDER2009MANAGEMENTREPORTPART0269MenWomenDespite the various acquisitions, the average age is stillyoung, some way lower than for the brokerage marketin general.

02. MANAGEMENT REPORT:: BREAKDOWN BY GENDER AND LEVELOF RESPONSIBILITY - NON-MANAGERS:: BREAKDOWN BY GENDER AND LEVELOF RESPONSIBILITY - EXECUTIVES:: BREAKDOWN BY GENDER AND LEVELOF RESPONSIBILITY - MANAGERSMANAGEMENTREPORTPART0270

02. MANAGEMENT REPORTWomen account for the majority of the overall workforce.The Group offers possibilities to take on responsibilitieswithout discrimination. In 2009, more than half of theGroup's managers were once again women (57%), whilethe number of women executives increased significantly,climbing from 33% in 2008 to 37% in 2009.:: BREAKDOWN BY REGION2008:: BREAKDOWN BY LEVEL OF EDUCATION2009SeniorityThe average level of seniority within the Groupis 3.9 years.MANAGEMENTREPORTPART0271International development was stepped up in 2009,with the integration of staff from SANO CONCEPTand CORIS International, giving 851 employees outsideof France, compared with 264 in 2008.

02. MANAGEMENT REPORT:: BREAKDOWN BY SECTOR :: BREAKDOWN BY SECTOR2008 2009MANAGEMENTREPORTPART0272

02. MANAGEMENT REPORT:: Changes in the workforce2007 2008 2009Headcount 2,446 2,792 3,388Number of permanent contract arrivals 447 864 717% of average headcount 19 % 30 % 21 %Number of permanent contract departures 257 437 566% of average headcount 10.5 % 15.6 % 16.7 %Number of fixed-term contract arrivals 154 283 433% of average headcount 6 % 10 % 13 %Number of fixed-term contract departures 180 172 323% of average headcount 7 % 6 % 9.5 %The turnover rate (number of departures excluding fixedtermcontracts/ headcount) decreases at 15% in 2009,compared to 16.4% in 2008. It is stable among managersat 12.1%, compared with 12.4% in 2008.It is important to note that the turnover rate on all activitiesin France represents 12.2%, all socioprofessionalcategories combined, while for the international division itis 21.7%. The growing percentage of employees outsideof France, in countries where employment is more flexibleand the concept of permanent contracts does not exist oris relatively uncommon (more specifically Eastern Europeand the Maghreb Region), is leading to considerablechanges in data on the Group's workforce.Furthermore, the economic environment has contributedtowards a stabilization in the workforce in France,particularly in terms of manager-level populations, whoare less inclined to take risks by changing positions. Theuse of “short-term” contracts (fixed-term contracts) hasincreased, in light of the economic pressures requiringour companies to continue moving cautiously in terms ofcreating jobs based on permanent contracts.:: Internal mobility2007 2008 2009Number of transfers between two Group companies 61 84 56MANAGEMENTREPORTNumber of transfers within the same company 174 196 82As for the number of hires on permanent contracts, transfershave also trended down in relation to 2008, with theeconomic climate slowing companies down in terms ofcreating new positions.:: CompensationPART02732007 2008 2009Total compensation (€’000) 78,602 94,766 103,831Profit-sharing (€’000) 8,258 8,594 9,263Average compensation (€) 32,752 36,243 32,816

02. MANAGEMENT REPORT:: External staff2007 2008 2009Cost of external staff (€’000) 5,911 5,340 5,936Number of hours worked by temps 59,514 53,940 59,959:: Training2007 2008 2009Training costs/payroll ratio 3.4 % 3.1 % 3.3 %Spending on training has remained constant. The Group'sdata has been affected by the arrival of international companies,in which the organization of occupational trainingis less structured than in France.2.1.9 :: Description of the main risksThe Risk Manager is responsible for the overall managementof risks within the Group. Within this framework, the riskmanager has been tasked to identify the main risk factorsdefined in the APRIL group risk repository, including risksrelating to businesses and insurance operations, marketrisks, and legal non-compliance risks.2.1.9.1 :: Business-related risksThe main issues identified at Group level concern(untreated risks before taking into consideration thecontrols put in place):- Key person management: within the Group, this isbuilt around not only the heads of the companies, whoguarantee the success of its entrepreneurial model,but also the technical experts, who make it possible toguarantee a relevant offering and impeccable quality ofservice for our customers;- Quality of the relationship with risk bearers: the suitabilityof insurance and reinsurance cover, the financialsoundness of risk bearers and the ability to negotiatethe best rates for our customers are central to the issuesfacing the Group in its business as a broker and insurer;- Legal and regulatory compliance: all of the Group'sbusinesses are subject to strict regulations, changesin which represent risk factors which are monitoredparticularly closely, notably in terms of insurance law,company law and accounting and tax standards;- Effective management of the functional organization:this is analyzed within the Group around the organizationand coordination of our distribution networks, thequality of the internal control procedures put in placeand the suitability of the human and technical resourcesdeployed;- Image management: ensuring the long-term viabilityof the Group's image in terms of dynamic development,innovation and the ability to offer the best products andservices at the best prices on each one of its markets.Furthermore, a working group was set up in 2009 to assessthe main risks brought about or compounded by theeconomic and financial crisis for each one of the Group'sbusiness lines. The main risks identified within this frameworkare as follows:- Customer credit risk;- Insurer or reinsurer default risk;- Competition risk;- Risk concerning moves to build customer loyalty andthe corresponding additional cost;- Risk of a departure from the loss ratio;- Market risk on financial assets (covered in Section2.1.9.2 of the reference document).MANAGEMENTREPORTPART0274

02. MANAGEMENT REPORTFollow-up actions have been put in place in order tomonitor changes in these risks in the Group's variousbusiness divisions, while prevention measures have beentaken to reduce the Group's exposure.The Risk Manager is responsible for updating the risksidentified in view of the information available, notably basedon risk mapping interviews, discussions with insuranceand brokerage risk professionals, as well as subjectscovered by members of the Sustainable DevelopmentCommittee. The Risk manager also works with thefindings and recommendations issued during internalaudit assignments carried out in Group companies, aswell as recommendations from external players (primarilystatutory auditors and legal advisers).The risk manager informs and advises the executivemanagement, and reports on this mission to theSustainable Development Committee.Each type of risk is subject to a review aimed at assessingthe level of risk and, if necessary, at eliminating, transferringor reducing the residual risk. The company’s managersare responsible for implementing the action plan definedin connection with the audits or mapping processes,formally reporting at least once a year during the StrategicCommittee meeting.At the same time, the risk manager ensures the coherencyand efficiency of internal control within Group companies.He coordinates and controls the activities of all the Group’sinternal audit players.An annual audit plan is drawn up, factoring in exposureto risks in the various Group companies as it has beenanalysed, notably during annual risk-mapping processes.This plan concerns all the companies in the Group.The plan for Year N is validated at the end of Year N-1by the executive management. It is formally reviewed andpresented to the Sustainable Development Committeetwice a year for follow-up. It may also be updated as andwhen necessary according to the priorities identified overthe course of the year.Several types of mission are carried out: cross-businessand thematic internal audit procedure optimizationmissions, specific audit and control missions, follow-upmissions for companies recently incorporated into theGroup, and follow-up missions on previous audits.A written report is drafted along with a synopsis of therecommendations issued further to all such missions. Foreach recommendation, a deadline is set and a managerappointed.In 2009, internal audit missions were carried out in 18Group companies. Alongside these audits carried out bythe Group Risk Manager, 62 internal audit assignmentsand 70 internal control improvement assignments wereperformed by the Group's divisions or companies. Thebreakdown of these assignments across the entire Groupis as follows for each area and each business division:Types of risks coveredBreakdown of assignmentscarried out in 2009MANAGEMENTREPORTStrategic steering and implementation 17 %Management of claims, services and compensation 10 %Personnel relations 9 %Underwriting 8 %General review of internal control 8 %PART0275External growth 8 %Unsuitable documentation 7 %Organizational strategy 5 %

02. MANAGEMENT REPORTTypes of risks coveredBreakdown of assignmentscarried out in 2009Fraud and malicious acts 4 %Other laws and regulations 4 %Image 3 %Tax and accounting 3 %Other types of risks 14 %Business divisionsBreakdown of assignmentscarried out in 2009APRIL GROUP CORPORATE 10 %APRIL GROUP RETAIL PROPERTY AND CASUALTY 40 %APRIL GROUP PERSONAL PROTECTION AND HEALTH 19 %APRIL GROUP LIFE AND SAVINGS 6 %APRIL INTERNATIONAL 10 %INSURANCE COMPANIES 15 %2.1.9.2 :: Market risks (interest rate, foreign exchange,equity, credit)Link between the business and the risks identifiedAPRIL GROUP’s business is based around two key areaswith significantly different approaches to market risks:brokerage, which does not expose the Group to marketrisks, and insurance companies, for which market riskmanagement represents one of their core businesses.BrokerageThrough its activity and financial model, where cash-flowgenerates a negative working capital requirement, thebrokerage business enables the Group to achieve a verylow level of debt (total financial liabilities of only 19,998thousand euros on the consolidated balance sheet) and avery high level of liquidity (156,046 thousand euros in netcash and cash equivalents on the consolidated balancesheet).The Group’s financial debt comprises mainly variousbank borrowings for 7,732 thousand euros and 12,266thousand euros in financial liabilities resulting notablyfrom commitments to buy out minority interests.The Group’s cash assets, excluding current bankborrowings, is invested in full in short-term financialinvestments (89,139 thousand euros at December 31 st ,2009) through a dedicated “monetary equivalent” UCITS(APRIL Trésorerie).Insurance companiesOne of the basic functions of the insurance businessinvolves investing premiums received from clients with aview to settling any future claims.Asset management, i.e. the choice of asset class andsecurities, is therefore a crucial element of Insurancecompanies business. With a view to improving effectivemarket risk management and the suitability in relationto internal constraints, asset management has beeninsourced again for the insurance companies andentrusted to a dedicated entity within the Group (GIEAPRIL Asset Management)The management of assets and liabilities makes itpossible to maximize the match between the rate offuture payments and the investment of these premiumsin various categories of assets.MANAGEMENTREPORTPART0276

02. MANAGEMENT REPORTAt December 31 st , 2009, APRIL GROUP, through itsinsurance subsidiaries (mainly Axeria Prévoyance andAxeria Iard), had a portfolio of financial investmentsworth some 451,426 thousand euros, with the followingbreakdown:In thousand euros Market value % Historical costUnrealizedcapital gainsor lossesBonds 319,250 71 % 316,472 2,778Bonds UCITS 21 0 % 15 6TOTAL BONDS 319,271 71 % 316,486 2,784Equities 0 0 % 0 0Equity UCITS 32,147 7 % 31,197 950TOTAL EQUITIES 32,147 7 % 31,197 950Other 35,917 8 % 35,407 509Monetary 64,091 14 % 63,536 555TOTAL PORTFOLIO 451,426 100 % 446,627 4,799Of which Axeria Prévoyance 283,346 63 % 281,899 1,447Of which Axeria IARD 119,910 27 % 117,738 2,173Of which other companies 48,169 11 % 46,990 1,179Liquidity riskOn account of the Group’s asset-liability managementapproach, this risk is not significant.Equity riskThe Group’s insurance companies have invested 7% oftheir portfolios on the equities market, while the Frenchinsurance and mutual supervisory authority (Autoritéde Contrôle des Assurances et des Mutuelles) sets thelimit at 65% of regulated assets. The companies havetherefore a highly cautious asset allocation in relation toregulatory environment.Investments are made primarily through UCITS, enablinga satisfactory distribution of risks. These UCITS are basedon shares from various sectors – banking, insurance,mass retail, cosmetics, industry, etc. – primarily coveringEurope, including France.The following table presents a detailed breakdown of theportfolio’s equity risk exposure by region at December31 st , 2009:MANAGEMENTREPORTPART02EQUITY RISK EXPOSURE BY REGION(in thousand euros)Europe USA Others TotalEquityEquity UCITS 30,093 2,054 32,14777TOTAL PORTFOLIO 30,093 2,054 32,147% 93.6 % 6.4 % 100.0 %

02. MANAGEMENT REPORTForeign exchange riskAll of APRIL GROUP’s portfolio is invested in euros, butthere may be an indirect foreign exchange risk on accountof the underlying resources (notably equity UCITS).The following table presents the portfolio’s exposure tocurrency market risks as at December 31 st , 2009:FOREIGN EXCHANGE RISK EXPOSURE(in thousand euros)Total %Financial assets denominated in EUR 451,426 100.0 %Financial assets denominated in GBPFinancial assets denominated in USDFinancial assets denominated in other currenciesTOTAL PORTFOLIO 451,426 100.0 %Interest rate riskAPRIL GROUP’s portfolio is made up primarily of bonds.As such, it is exposed to an interest rate risk. Morespecifically, this concerns a fair value impairment riskfor fixed-rate bonds and a cash-flow risk on coupons forvariable-rate bonds.The following table presents the portfolio’s interest raterisk exposure at December 31 st , 2009 by maturity:INTEREST RATE RISK EXPOSURE BY MATURITY(in thousand euros)< 1year< 2years< 3yearS< 4yearS< 5yearS> 5yearSTotalBonds exposed to fair value risk 13,802 30,641 25,178 24,188 27,610 157,420 278,839Bond UCITS exposed to fair value risk 21 21Derivative assets exposed to fair value riskOther financial assets exposedto fair value riskFINANCIAL INSTRUMENTS EXPOSEDTO FAIR VALUE RISK13,802 30,641 25,178 24,188 27,610 157,440 278,859Bonds exposed to cash-flow risk 6,758 2,622 3,452 27,579 40,411Bond UCITS exposed to cash-flow riskMANAGEMENTREPORTPART02Derivative assets exposed to cash-flow riskOther financial assets exposed to cash-flow riskFinancial instruments exposed to cash-flow risk 6,758 2,622 3,452 27,579 40,41178TOTAL PORTFOLIO 13,802 37,399 27,800 27,639 27,610 185,019 319,271% 4.3 % 11.7 % 8.7 % 8.7 % 8.6 % 58.0 % 100.0 %

02. MANAGEMENT REPORTCredit riskAPRIL GROUP is exposed to a credit risk throughthe issuers of bonds held in its portfolio. However,this risk is limited thanks to the stringent selection ofissuers (over 78% of issuers for bond assets are ratedat least AA by Moody’s and/or Standard & Poor’s).The following table presents a breakdown of the bondportfolio at December 31 st , 2009 by issuer rating:CREDIT RISK EXPOSUREBY ISSUER RATING(in thousand euros)N.D. AAA AA A+ to A-BBB+to BBB-INF. toBBB-TotalBonds exposed to credit risk 173,967 76,231 41,503 20,818 6,731 319,250Bonds UCITS exposed to credit risk 21 21TOTAL BOND PORTFOLIO 21 173,967 76,231 41,503 20,818 6,731 319,271% 0.0 % 54.5 % 23.9 % 13.0 % 6.5 % 2.1 % 100.0 %Furthermore, APRIL GROUP’s portfolios do not includeany CDO, ABS or other securitization vehicles.APRIL GROUP is also subject to a credit risk throughreinsurers, to which companies transfer part of therisks on their insurance policies. The Group only workswith a restricted number of reinsurers whose solvencyis recognized: over 90% of reinsurance transfers arecarried out with reinsurers that are rated at least A byStandard & Poor’s.At December 31 st , 2009, the breakdown of reinsuredpremiums by reinsurer rating was as follows:BREAKDOWN OF PREMIUMS CEDEDBY REINSURER RATING (in %):: Sensitivity of the securities portfolioFixed-income marketsOn a regular basis, i.e. every quarter, a report presentingthe sensitivity of the portfolio and liabilities to changes ininterest rates is submitted to the supervisory authorities.At December 31 st , 2009, the average sensitivity of APRILGROUP’s bond portfolio to changes in interest ratescame out at 4.01 (2.98 at December 31 st , 2008) and ifwe factor in the entire portfolio (including equities andother assets), this drops to 2.82 (1.63 at December 31 st ,2008).N.D. AAA AA A+ to A-BBB+to BBB-INF. toBBB-Total% of premiums ceded 1.5 % 1.7 % 28.9 % 61.3 % 6.6 % 100.0 %This means that if interest rates go up by 1% in absolutevalue (e.g. if they rise from 3% to 4%), the bond portfolio’svalue will decrease by 2.82%.Equity marketsThe equity portfolio is sensitive to an upturn or downturnon the financial markets for shares.In this respect, and in light of the portfolio’s makeup,the risk on the equity portfolio can be assimilated withthe risk on the main financial market indexes such asthe EUROSTOXX 50. In this way, a 10% reduction in theEUROSTOXX 50 index would result in a 1,845 thousandeuro reduction for the entire portfolio.MANAGEMENTREPORTPART0279

02. MANAGEMENT REPORTFollow-up resources and procedures put in placeWith a view to improving effective market riskmanagement and the suitability in relation to internalconstraints, asset management has been insourcedagain for the insurance companies and entrusted toa dedicated entity within the Group (GIE APRIL AssetManagement)Within the framework of this management, limits areset in terms of the percentage of the portfolio thatmay be invested on various bond and equity resources(dispersion ratios, influence ratios, restrictions in terms ofissuer ratings, etc.).In addition, the French Insurance Code, which governsinsurance companies, also sets investment caps.The GIE APRIL Asset Management, overseen by theGroup Finance Division, is responsible for analyzing themacroeconomic environment, defining and implementingthe investment policy in line with internal constraints,monitoring the portfolios and managing the financialrisks effectively.Thanks to comprehensive reports provided by this entity,notably including accounting elements (inventory, bookincome, unrealized capital gains or losses, etc.) and asummary of performances and various levels of exposureto the markets, the financial portfolio is monitored on amonthly basis.2.1.9.3 :: Legal risksThe legal policy, notably in terms of corporate law, stockmarkets, tax optimization and monitoring, is overseen bythe APRIL group Legal Affairs Division.Risks relating to the business are identified in connectionwith the internal control procedure, liaising with the RiskManager, as presented on Page 114.The Group's activities are heavily regulated at nationaland European level. These regulations establishincreasingly strict demands, whether in terms of insuranceintermediation or specific regulations governing insurancecompanies.Provisions have been booked for any significant disputesbased on the best possible estimates in view of theelements available at the close of accounts.BREAKDOWN OF PROVISIONS(in thousand euros)Dec 31 st2008Changesin scopeeIncrease Decrease reclassificationDec 31 st2009Provisions for disputes 1,512 84 1,656 - 536 - 113 2,603Provisions for pensions 5,800 109 534 - 264 11 6,190Other provisions for contingenciesand losses3,230 - 31 1,912 - 812 - 230 4,069TOTAL PROVISIONSFOR CONTINGENCIES AND LOSSES10,542 162 4,102 - 1,612 - 332 12,862MANAGEMENTREPORTProvisions for contingencies and lossesThe main actuarial assumptions retained as Groupstandards for determining provisions for retirementbenefits are as follows:- Discount rate: 4 %- Rate of increase in salaries: 2%- Rate of inflation: 2%Provisions for disputes primarily correspond to disputeslinked to the operational activities of APRIL GROUPcompanies, none of which represent a significant amounton their own.At the same time, the legal developments impacting theGroup's business are tracked and covered under actionplans drawn up by divisions’ or companies’ operationallegal departments.PART0280

02. MANAGEMENT REPORTIn accordance with regulations, the operational activitiesof Group companies are covered by a broker civilliability policy, extended to include banking and financialprospecting activities. In addition, a specific civil liabilitypolicy has been taken out on franchiser activities. Thelegal departments in the various Group companiesare responsible for constantly checking the suitabilityof coverage in view of changes in their companies’activities.As far as intellectual property-related risks are concerned,and further to the inventory of brands and internet domainnames drawn up since 2005, further work has beencarried out on registrations and filings both in France andat international level.- Insurance and assistance for the Group's vehiclefleets;- Insurance for the use of personal vehicles onassignments;- Supplementary health and personal protection.The Risk Manager, in relation with technical experts,carries out regularly an analysis of the main insurancepolicies taken out by Group companies in order to ensurethat the cover in place was sufficient and adapted to theiractivities.All of the abovementioned policies have been taken outwith companies outside of the Group, except for thepersonal protection program, which has been taken outwith Axeria Prevoyance.Most filings are centralized with service providers thathave been referenced by APRIL GROUP in order to ensurethe most effective protection possible. Administrativefollow-up is centralized by the Group Legal Affairs andRisks Division.To the best of the issuer’s knowledge, there are noother disputes at December 31 st , 2009 (apart from thosementioned above) that could have a significant impacton the issuer's financial position, assets, business orearnings.2.1.9.4 :: Industrial and environmental risksOn account of the nature of its activity (insuranceservices), the Group is not concerned by such risks.2.1.9.5 :: Insurance and risk coverageSpecific insurance programs have been put in place forthe needs of APRIL GROUP companies. The types ofpolicies concerned are as follows:2.1.10 :: Information on the sharecapital and voting rightsBreakdown of the share capital and voting rightsIn accordance with the provisions of Article L. 233-13of the French Commercial Code, and on account of theinformation and notifications received pursuant to ArticlesL. 233-7 and L. 233-12 of the said Code, the shareholdersdirectly or indirectly owning more than 5%, 10%, 15%,20%, 25%, 33.33%, 50%, 66.66%, 90% or 95% of theshare capital or voting rights at General Meetings are asfollows:At December 31 st , 2009, Evolem (a majority of which iscontrolled by Bruno Rousset) owned over 50% of theshare capital and over 66.66% of voting rights;Shares held by this shareholder have not been pledged.MANAGEMENTREPORT- Civil liability for executives,- Broker professional liability,- Franchiser professional liability,- Financial guarantee,- Banking and financial prospecting liability,- Universal office risks,Changes to the breakdown of share capital and votingrights in the fiscal year just endedIn 2009, Fidelity Investment International, on behalf ofmutual funds managed by this company's subsidiaries,declared that it had crossed below the thresholdrepresenting 5% of the share capital.PART0281

02. MANAGEMENT REPORTChange in the market value of sharesAPRIL GROUP’s share opened at 17.76 euros on January2 nd , 2009 and closed out the year on December 31 st , 2009at 24.20 euros, up 36.26% over the year.2.1.11 :: Employee share ownershipIn accordance with the provisions of Article L. 225-102of the French Commercial Code, we are reporting onemployee shareholding as on the last day of the financialyear, i.e. at December 31 st , 2009.Employee profit sharing represents 0.26% of the capital,through an APRIL share-based mutual fund.2.1.12 :: Informationon corporate officersPursuant to the new provisions of the new economicregulations law (Loi sur les Nouvelles RégulationsEconomiques) of May 15 th , 2001, incorporated into ArticleL. 225-102-1 of the French Commercial Code, you arehereby informed of the total compensation and benefitsof all types paid during the year to each corporate officerand the compensation and benefits of all types thateach of the said officers received during the year fromcontrolled and controlling companies as per Article L.233-16 of the French Commercial Code.2.1.12.1 :: Mr. Bruno Rousset – Chairman and CEO(See table below)Summary of compensation, options and shares awardedto Mr. Bruno Rousset, Chairman and CEO2008 2009Compensation due for the year (detailed in Table 2) € 97,500 € 100,000*Value of options awarded during the year NA NAValue of performance shares awarded during the year NA NATOTAL € 97,500 € 100,000Summary of compensationawarded to Mr. Bruno Rousset, Chairman and CEO2008 2009due paid due paid- fixed € 97,500 € 97,500 € 100,000* € 100,000*- variable NA NA NA NA- exceptional NA NA NA NA- director's fees NA NA NA NAMANAGEMENTREPORTPART0282- benefits in kind NA NA NA NATOTAL € 97,500 € 97,500 € 100,000* € 100,000** With the following breakdown:70,000 euros for his office as Chief Executive Officer of APRIL GROUP30,000 euros for his office as Chief Executive Officer of Evolem

02. MANAGEMENT REPORTStock optionsMr. Bruno Rousset was not awarded any stock options orwarrants by the issuer or any Group company during theyear ended December 31 st , 2009.Mr. Bruno Rousset did not exercise any stock options orwarrants during the year ended December 31 st , 2009.Performance sharesMr. Bruno Rousset was not awarded any performanceshares by the issuer or any Group company during theyear ended December 31 st , 2009.No performance shares became available for Mr. BrunoRousset during the year ended December 31 st , 2009.Executive corporateofficersEmploymentcontractSupplementarypension schemeCompensationor benefits dueor likely to bedue when endingor changingfunctionsCompensationrelativeto a no-competeclauseYes No Yes No Yes No Yes NoBruno Rousset,Chairman and Chief Executive OfficerStart of term-of-office:April 23 rd , 2009End of term-of-office:General Meeting in 2011X X X X2.1.12.2 :: Company directorsTable 1Director's fees and other compensation receivedby non-executive corporate officersNon-executive corporate officers Amounts paid in 2008 Amounts paid in 2009Director's fees NA NAXavier CoquardOther compensation NA NAMANAGEMENTREPORTGuy RigaudBernard BelletanteJean-Claude AugrosPhilippe MarcelDirector's fees € 17,500 € 17,050Other compensation NA NADirector's fees € 16,500 € 12,650Other compensation NA NADirector's fees € 12,500 € 19,800Other compensation NA NADirector's fees € 11,500 € 14,300Other compensation NA NAPART0283

02. MANAGEMENT REPORTDirector's fees and other compensation receivedby non-executive corporate officersGilles DupinAndré ArragoJean-Pierre RoussetPatrick PetitjeanJean-Yves NouyDirector's fees € 4,500 € 18,150Other compensation NA NADirector's fees € 7,000 € 12,650Other compensation NA NADirector's fees NA NAOther compensation NA € 52,800.33Director's fees NA NAOther compensation € 507,000 € 508,500Director's fees € 8,500 € 26,400Other compensation NA NATOTAL € 515,500 € 682,300.332.1.12.3 :: Jean-Pierre RoussetDirector of APRIL GROUPTable 1Summary of compensation, options and shares awardedto Mr. Jean-Pierre Rousset, Director2008 2009Compensation due for the year (detailed in Table 2) NA € 52,800.33*Value of options awarded during the year(detailed in Table 3)NA € 95,250Value of performance shares awarded during the year NA NATOTAL NA € 142,772.91MANAGEMENTREPORTPART0284

02. MANAGEMENT REPORTTable 2Summary of compensation awardedto Mr. Jean-Pierre Rousset, Director2008 2009due paid due paid- fixed NA NA € 47,522.91* € 47,522.91*- variable NA NA NA NA- exceptional NA NA NA NA- director's fees NA NA NA NA- benefits in kind ** NA NA € 5,277.42 € 5,277.42TOTAL NA NA € 52,800.33 € 52,800.33* With the following breakdown:21,000 euros for his office as Chief Executive Officer of Assinco26,552.91 euros for his office as Chief Executive Officer of APRIL GROUP CORPORATE** The benefits in kind awarded to Mr. Jean-Pierre Rousset include a vehicle made available under a finance lease by APRIL GROUP CORPORATE.Table 3Stock options or warrants awarded during the yearto Mr. Jean-Pierre Rousset, Director, by the issuer and any Group companyScheme number and dateType of options(stock optionsor warrants)Valuation ofoptions under themethod retainedfor the consolidatedaccountsNumber ofoptions grantedduring the yearExercise priceExerciseperiodNo. 22Date: May 15 th , 2009Stock warrants € 6.35 15,000 € 22.53From May13 th , 2013to May 12 th ,2015MANAGEMENTREPORTStock optionsMr. Jean-Pierre Rousset did not exercise any stockoptions or warrants during the year ended December31 st , 2009.Performance sharesMr. Jean-Pierre Rousset was not awarded anyperformance shares by the issuer or any Group companyduring the year ended December 31 st , 2009.No performance shares became available for Mr. Jean-Pierre Rousset during the year ended December 31 st ,2009.PART0285

02. MANAGEMENT REPORTTable 4EmploymentcontractSupplementarypension schemeCompensationor benefits dueor likely to bedue when endingor changingfunctionsCompensationrelativeto a no-competeclauseYes No Yes No Yes No Yes NoJean-Pierre Rousset,DirectorStart of term-of-office:April 23 rd , 2009End of term-of-office:General Meeting in 2011X X X X2.1.12.4 :: Patrick Petitjean, Director of APRIL GROUPTable 1Summary of compensation, options and shares awarded toMr. Patrick Petitjean, Director2008 2009Compensation due for the year (detailed in Table 2) € 507,000 € 413,250Value of options awarded during the year(detailed in Table 3)NA € 95,250Value of performance shares awarded during the year NA NATOTAL € 507,000 € 508,500MANAGEMENTREPORTPART0286

02. MANAGEMENT REPORTTable 2Summary of compensation awarded to Mr. Patrick Petitjean, Director2008 2009due paid due paid- fixed € 250,000 € 250,000 € 250,000 € 250,000*- variable € 250,000 € 250,000 € 250,000 € 156,250**- director's fees NA NA NA NA- benefits in kind € 7,000 € 7,000 € 7,000 € 7,000***TOTAL € 507,000 € 507,000 € 507,000 € 413,250Mr. Patrick Petitjean receives variable compensation and exceptional compensation from APRIL Assurances and APRIL GROUP Prévoyance Santé, two companiesfor which he is the Chairman and Chief Executive Officer and which are controlled by APRIL GROUP. He does not receive any variable or exceptionalcompensation from APRIL GROUP.The variable and exceptional compensation due for 2008 was paid to Mr. Patrick Petitjean in 2009.The variable and exceptional compensation due for 2009 will be paid to Mr. Patrick Petitjean in 2010.* With the following breakdown:- 187,500 euros for the fixed compensation as Chairman and Chief Executive Officer of APRIL Assurances- 62,500 euros for the fixed compensation as Chairman and Chief Executive Officer of APRIL GROUP PREVOYANCE SANTE** With the following breakdown:- 125,000 euros for the variable compensation on APRIL Assurances- 31,250 euros for the variable compensation on APRIL GROUP PREVOYANCE SANTEFor 2009, Mr. Patrick Petitjean's variable pay is calculated based on the following criteria for APRIL Assurances and APRIL GROUP PREVOYANCE SANTE:on the one hand, based on achieving various economic criteria (growth and profitability) for 80% of variable compensation, and on the other, based on achievingvarious qualitative criteria.*** The benefits in kind awarded to Mr. Jean-Pierre Rousset include a vehicle made available under a finance lease by APRIL Assurances.Table 3Stock options or warrants awarded during the yearto Mr. Patrick Petitjean, Director, by the issuer and any Group companyMANAGEMENTREPORTScheme number and dateN°22Date: May 13 th , 2009Type of options(stock options orwarrants)Valuation ofoptions underthe methodretained for theconsolidatedaccountsNumber ofoptions grantedduring the yearExercise priceStock warrants € 6.35 15,000 € 22.53ExerciseperiodFrom May13 th , 2013to May 12 th ,2015PART0287

02. MANAGEMENT REPORTStock optionsMr. Patrick Petitjean did not exercise any stock optionsor warrants during the year ended December 31 st , 2009.Performance sharesMr. Patrick Petitjean was not awarded any performanceshares by the issuer or any Group company during theyear ended December 31 st , 2009.No performance shares became available for Mr. PatrickPetitjean during the year ended December 31 st , 2009.Table 4EmploymentcontractSupplementarypension schemeCompensationor benefits dueor likely to bedue when endingor changingfunctionsCompensationrelative to a nocompeteclauseYES No YES No YES No YES NoPatrick PetitjeanDirector,Start of term-of-office:April 23 rd , 2009X X X (*) XEnd of term-of-office:General Meeting in 2011*Mr. Patrick Petitjean is not entitled to any compensation or benefits due or likely to be due when he ends or changes functions relative to his office with APRILGROUP (Director). He does have certain entitlements relative to his functions within APRIL Assurances and APRIL GROUP PRÉVOYANCE SANTÉ with a benefitcorresponding to 18 months gross fixed compensation.List of all offices and functions held in any companyby each officerOffices in 2009Bruno ROUSSETCurrent offices and functions:MANAGEMENTREPORTWithin the GroupAPRIL GROUP SAChairman and CEOOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010PART0288ALLO AssurancesALP PrévoyanceAMT AssurancesAPRIL AssurancesPermanent representative of APRIL GROUP, DirectorChairman of the Supervisory BoardPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, Director

02. MANAGEMENT REPORTWithin the GroupAPRIL GROUP SAChairman and CEOOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010APRIL Assurances EntreprisesAPRIL CEE DevelopmentAPRIL CoverAPRIL Financial Services AGAPRIL GammaAPRIL GROUP CORPORATEAPRIL GROUP DOMMAGES PARTICULIERSAPRIL GROUP PRÉVOYANCE SANTÉAPRIL GROUP VIE ÉPARGNEAPRIL IardAPRIL IberiaAPRIL IberiaAPRIL ImmobilierAPRIL InternationalAPRIL ItaliaAPRIL MarinePermanent representative of APRIL GROUP, DirectorMember of the Board of DirectorsPermanent representative of APRIL GROUP, DirectorChairman of the Supervisory Board (Aufsichtsrat)Chairman and CEOPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorChairman of the boardMember of the boardPermanent representative of APRIL GROUP, DirectorChairman and CEOPresidente del Consiglio d'amministrazionePermanent representative of APRIL GROUP, DirectorAPRIL Marketing SolutionsAPRIL MobilitéAPRIL North AmericaAPRIL OGBAPRIL OmegaAPRIL Partenaire ProPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL INTERNATIONAL, DirectorMember of the BoardChairman of the Supervisory BoardChairman and CEOPermanent representative of APRIL GROUP, DirectorMANAGEMENTREPORTPART02APRIL PatrimoineAPRIL PortugalAPRIL RéunionAPRIL SantéAPRIL SigmaAPRIL SolutionsAPRIL Solutions EntreprisesPermanent representative of APRIL GROUP, DirectorChairman of the boardPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorChairman and CEOPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, Director89

02. MANAGEMENT REPORTWithin the GroupAPRIL GROUP SAChairman and CEOOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010APRIL Web Access FactoryAPRIL Yacht Broker di AssicurazioniAssincoAssociation Entrepreneurs de la CitéASSURDOM GestionAssurtisAxeria IardAxeria PrévoyanceAxeria VieCACEPCAEG/ Assur-LondresCGCACIARECORIS InternationalDave RochonDierreviPermanent representative of APRIL GROUP, DirectorConsiglièreMember of the Supervisory BoardChairman of the boardPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorMember of the BoardMember of the BoardConsiglièreESCAPADEEuropassurGençGI2AGIE ABDCGIE APRIL Asset ManagementSingle DirectorPermanent representative of APRIL GROUP, DirectorMember of the boardPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL INTERNATIONAL, DirectorPermanent representative of APRIL GROUP, DirectorMANAGEMENTREPORTPART02GIE APRIL CourtageGIE APRIL TechnologiesHaussmann ConseilsISR COURTAGEJUDICIAL S.A.L&E Title GroupLibr'handiPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorDirectorPermanent representative of APRIL GROUP, Director90

02. MANAGEMENT REPORTWithin the GroupAPRIL GROUP SAChairman and CEOOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Moral CaraïbesMutant AssurancesSANO CONCEPT Holding SASASCOSEPCOFISolidarisSolucia PJTMS CONTACTPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorMember of the boardPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL GROUP, DirectorPermanent representative of APRIL INTERNATIONAL, DirectorOutside of the GroupEvolem SAChairman and CEOEvolem 1 Representative of Evolem SA Chairman of Evolem 1Evolem 2 Representative of Evolem SA Chairman of Evolem 2Evolem 3 SASEvolem AviationEvolem Développement EURLRousset & Rousset SARLChairmanChairmanManagerManagerJellyFlexMKGOrthoDo It YourselfNovadevRepresentative of Evolem 2 Chairman of JellyRepresentative of Evolem 2 Chairman of FlexRepresentative of Evolem 2 Chairman of MKGRepresentative of Evolem 2 Chairman of OrthoRepresentative of Evolem 1 Chairman of Do It YourselfRepresentative of Evolem 1 Chairman of NovadevMANAGEMENTREPORTPART02HedipaStairsMonceau Assurances SAGroupe Norbert Dentressangle SARepresentative of Evolem 1 Chairman of HedipaRepresentative of Evolem 1 Chairman of StairsDirectorMember of the Supervisory Board91Kaelia SA Permanent representative of Evolem 1EM Lyon (Association)Vivier Merle (SC)DirectorCo-manager

02. MANAGEMENT REPORTOffices (outside of the APRIL group) held over the last fiveyears, but no longer held at present:VBS SATerre d’Entreprises SABanque Populaire de Lyon SADirectorMember of the Supervisory BoardDirectorXavier COQUARDCurrent offices and functions:Within the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010APRIL GROUP PRÉVOYANCE SANTÉDirectorOutside of the GroupTerre d’Entreprises SASA des BroyersChairman of the Supervisory BoardChairman of the Supervisory BoardOffices (outside of the APRIL group) held over the last fiveyears, but no longer held at present: N/AAndré ARRAGOCurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010MANAGEMENTREPORTPART02Hannover ReLa Mutuelle des Transports et ArtisansGroupement Français de CautionOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present: N/AMember of the Executive BoardMember of the BoardMember of the Board92

02. MANAGEMENT REPORTJean-Claude AUGROSCurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010I.S.F.A.ExecutiveOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present: N/ABernard BELLETANTECurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Groupe Euromed ManagementTechne SABemobee SolutionsChief Executive OfficerDirectorDirectorAltidiemOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present: N/ADirectorMANAGEMENTREPORTPART0293

02. MANAGEMENT REPORTGilles DUPINCurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Monceau AssurancesCapma & CapmiMutuelle Centrale de Réassurance (MCR)Monceau Générale Assurances (MGA)Monceau Retraite & Épargne SAFédération Nationale des Groupements de Retraite et dePrévoyance - FNGRP (GIE)Service Central des Mutuelles – SCM (GIE)Monceau Assurances Dommages – ASD (GIE)Monceau Investissements Immobiliers – MIIMonceau Investissements Mobiliers – MIMSociété Civile Centrale Monceau – SCCMUFG-LFPChairman and CEOChief Executive OfficerChairmanChairman of the Executive BoardChairman of the Supervisory BoardDirectorDirectorDirectorManagerManagerManagerPermanent representative of Monceau Investissements Mobiliers(MIM)Cyberlibris SANorden (SICAV)Offices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Société Civile Foncière Centrale Monceau – SCFCMPermanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Capma & CapmiManagerMANAGEMENTREPORTPART02Noam Europe ExpansionUni HocheCentrale Court-Terme (SICAV)Unigestion (SICAV)Pyramides Convertibles (SICAV)Permanent representative of Monceau AssurancesPermanent representative of Mutuelle Centrale de Réassurance(MCR)Permanent representative of Mutuelle Centrale de Réassurance(MCR)ChairmanPermanent representative of Mutuelle Centrale de Réassurance(MCR)94

02. MANAGEMENT REPORTVR AssurancesOCAMMonceau Sélection Plus (formerly Khorum) (SICAV)VR Assurances HoldingAtlas Maroc (SICAV)Permanent representative of Société en Assurance Réassurance etPrévoyance – SARP SAPermanent representative of Monceau Investissements Mobiliers(MIM)Permanent representative of Capma & CapmiPermanent representative of MonceauInvestissements Mobiliers (MIM)Permanent representative of groupe Monceau MAAPhilippe MARCELCurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Sipemi SASGL Events SAEM Lyon (Association)Novalto SAPartners In Business Management (SAS)Silli Ker INC. (US-law company)ChairmanDirectorChairmanChairman of the Supervisory BoardChairmanDirectorMG Fil Conseil (SAS)Aldes SAOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Adecco Holding France SASChairmanDirectorChairmanMANAGEMENTREPORTPART02Avion Ecco (GIE)Adecia - SAAltedia SAAdecco SA (Swiss-law company)Adecco Travail Temporaire SASAHF e Business - SASEcco SASDirectorDirectorDirectorDirectorChairmanChairmanChairman95

02. MANAGEMENT REPORTAdia SASInterecco ManagementSistel Services SASOlsten SAOlsten TT SAOlsten TT SUD SAQuick Medical Services SAASVEL Basket SASPAjilon France SAAlexandre Tic SAPixid SNCChairmanChief Executive Officer, DirectorDirectorChairman and CEODirectorChairman and CEODirectorDirectorPermanent representative of Adecco TTPermanent representative of Adecco TTPermanent representative of Adecco TT, managerJean-Yves NOUYCurrent offices and functions:Within the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Axeria Life InternationalAPRIL MediterraneanDirectorDirectorAxeria RéAxeria PrévoyanceGIE APRIL Asset ManagementDirectorChairman of the boardChairman of the boardMANAGEMENTREPORTSolucia PJAxeria IardOutside of the GroupShamSham ServicesSham VieAxa FIFDirectorDirectorChief Executive OfficerChairmanChairman and CEOMember of the Supervisory BoardPART0296

02. MANAGEMENT REPORTOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:BenfieldCatixlChairman and CEOChairmanPatrick PETITJEANCurrent offices and functions:Within the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010APRIL AssurancesAPRIL ConseilsAPRIL Assurances EntreprisesAPRIL GROUP PRÉVOYANCE SANTÉAPRIL Marketing SolutionsAPRIL SantéAPRIL Solutions EntreprisesASSURTISChairman and CEOChairmanChairman and CEOChairman and CEOPermanent representative of AGPS, DirectorChairman and CEOPermanent representative of AGPS, DirectorMember of the Supervisory BoardALP PrévoyanceAssociation Université APRIL GROUPGIE APRIL CourtageVice-Chairman of the Supervisory Board, Memberof the Supervisory BoardChairman of the Association, Chairman of the boardChairman and CEO; Permanent representativeof APRIL GROUP, DirectorMANAGEMENTREPORTGIE APRIL ServicesGIE ABDCGIE APRIL TechnologiesHaussmann ConseilsLibr’handiSEPCOFISolidarisOutside of the GroupNAChairman of the boardPermanent representative of AGPS; DirectorPermanent representative of AGPS; DirectorPermanent representative of AGPS; DirectorChairman and CEOPermanent representative of AGPS, DirectorPermanent representative of AGPS, DirectorPART0297

02. MANAGEMENT REPORTOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Within the GroupDelta SADirectorGuy RIGAUDCurrent offices and functions:Outside of the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Rhône-Alpes Création SAAmorçage Rhône-Alpes SASRAC Ingénierie SASChairman of the Executive BoardChief Executive OfficerChairmanOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:GR Consultant EURLManagerJean-Pierre ROUSSETOffices and functions, within and outside of the APRILgroup held in 2009:Within the GroupALP PrévoyanceAPRIL CoverAPRIL GROUPAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Permanent representative of AGC, Memberof the Supervisory BoardPermanent representative of AGC, DirectorDirectorMANAGEMENTREPORTPART0298APRIL GROUP CORPORATEAPRIL Partenaire ProAPRIL Solutions EntreprisesAssinco CaraïbesChairman and CEOPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorChairman of the board, Permanent representativeof Assinco, Director

02. MANAGEMENT REPORTWithin the GroupAPRIL GROUP SADirectorOffice ending: general shareholders’ meeting convenedto approve the financial statements for the year ending December 31 st , 2010Assinco Caraïbes MartiniqueAssinco Océan IndienAssinco PartenaireCacepCAEG/Assur-LondresCariscoCIAREEuropassurGIE ABDCGIE AOIGIE APRIL CourtageGIE APRIL ServicesGIE APRIL TechnologiesGIE ASPAGIE ChateaudunHaussmann ConseilsChairman, Permanent representative of AssincoChairman, Permanent representative of AssincoChairman, Permanent representative of AssincoPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorChairman and CEOPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorChairman; Permanent representative of AssincoPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorChairmanPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorSASCOSEPCOFIActivassurManciniAssincoOutside of the GroupPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorPermanent representative of AGC, DirectorChairman and CEOMember of the Supervisory BoardMANAGEMENTREPORTPART02Agence ElanOffices (outside of the APRIL group) held over the lastfive years, but no longer held at present:Chief Executive Officer99Outside of the GroupTBWA CorporateChairman

02. MANAGEMENT REPORT2.1.13 :: Stock optionsIn accordance with the provisions of Article L. 225-184of the French Commercial Code, the General Meeting isinformed of the stock option schemes put in place in aspecial report.2.1.14 :: Free sharesIn accordance with the provisions of Article L. 225-197-4of the French Commercial Code, the General Meetingis informed of the free shares granting operations put inplace in a special report.2.1.15 :: Number of shares purchasedor sold by the company overthe yearFurther to the authorizations granted at the CombinedGeneral Meeting on April 24 th , 2008, the Company owned327,443 APRIL shares at December 31 st , 2009, acquiredat an average unit price of 34.62 euros, representing0.80% of the share capital:-Total value based on the purchase price: 11,335,752.68euros-Total par value of shares held: 130,977.20 euros252,695 shares were acquired and 255,038 were soldwith a view to coordinating the company’s stock priceunder an AMAFI liquidity agreement.During the year, the company purchased a total of252,695 shares, and sold off 255,038, with an averagepurchase price of 24.13 euros and an average sale priceof 24.13 euros.The trading costs incurred totaled 35,528 euros.No reallocations were made in 2009.In 2009, no shares were bought or sold outside of thosewithin the liquidity agreement2.1.16 :: Authorization to implement ashare buyback program andreduce the capital throughthe cancellation of treasurystockWe recommend granting the Board of Directors, foran 18-month period, the powers required to purchasecompany shares in one or more transactions and atthe times that it deems necessary for up to 5% of theshare capital, adjusted as relevant in order to factor inany capital increase or reduction operations that may becarried out during the course of the program.This authorization would supersede the authorizationgiven to the Board of Directors at the General Meetingon April 23 rd , 2009.Such acquisitions may be carried out with a view to:- Coordinating the secondary market or liquidity forAPRIL GROUP’s share through an investment serviceprovider under a liquidity agreement in accordance withthe compliance charter approved by the AMF;- Keeping any shares purchased and issuing them againsubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of thecompany’s share capital;- Covering stock option schemes and other forms ofallocating shares to Group employees and/or corporateofficers, notably in connection with the profit-sharingsystem, a company savings scheme or a free allocationof shares;- Covering marketable securities entitling holders to theallocation of company shares in line with stock marketregulations;- Canceling any shares acquired as authorized,subject to the authorization to be given by this GeneralShareholders’ Meeting to cancel the treasury shares heldwithin the share buy-back program.We recommend setting the maximum purchase price at 80euros per share. As such, the maximum nominal amountfor the operation is capped at 163,576,540 euros.MANAGEMENTREPORTPART02100

02. MANAGEMENT REPORTAs a result of the cancellation objective, we recommendauthorizing the Board of Directors for a 24-month periodto cancel, on its decisions alone and in one or moretransactions for up to 10% of the capital calculated onthe day of the cancellation decision, after deducting anyshares cancelled over the previous 24 months, the sharesthat the company holds or may hold further to buybackoperations carried out in connection with its buybackprogram and to reduce the share capital accordingly, inline with the legal and regulatory provisions in force.The Board of Directors would therefore have the powersrequired to do whatever is necessary in this respect.2.1.17 :: Appointment of a new memberof the Board of Directors2.1.18 :: Delegations to increase theshare capitalSome of the delegations of authority adopted at theGeneral Meeting on April 24 th , 2008 are scheduled to endon June 24 th , 2010. It is therefore necessary to renewthose delegations.2.1.18.1 :: Delegations to increase the share capital throughincorporation of reserves, profits or premiumsThe delegation of authority with a view to increasingthe share capital through the incorporation of reserves,profits or premiums, previously included under thedelegation to increase the capital through the issue ofordinary shares or marketable securities with an equitycomponent reserved for shareholders, is due to end onJune 24 th , 2010.We propose to appoint as member of the Board ofDirectors for a two-year period of office, i.e. throughto the ordinary general meeting held in 2012: Mrs.Dominique Takizawa, residing at 83-85 boulevard VivierMerle – 69003 LYONIn view of the criteria applicable under the bylaws, theBoard of Directors considers that Mrs. Takizawa, acandidate for a position as a Director, would meet all ofthe criteria for independence.Mrs. Dominique Takizawa is a HEC–School of Managementgraduate. After 16 years as Chief Financial Officer ofSanofi-Aventis, in 2004 she joined the Biomerieux group,which became Mérieux Alliance, where she is currentlyVice-President Corporate Affairs.We therefore ask that you renew it and authorize theBoard of Directors for a further 26-month period toincrease the capital through the incorporation into thecapital of reserves, profits, premiums or any other sumsthat may be capitalized, through the issue and freeallocation of shares or through raising the par value forexisting ordinary shares, or a combination of these twoprocesses.The nominal amount of any capital increases that maybe carried out under this delegation may not exceed10,000,000 euros. This amount would not include thetotal nominal value of any additional ordinary shares tobe issued with a view to safeguarding, as required underFrench law, the rights of holders of marketable securitiesentitling them to access the capital. This cap would beindependent from all of the maximum limits provided forunder the Meeting's other delegations.MANAGEMENTREPORTPART02101

02. MANAGEMENT REPORT2.1.18.2 :: Delegations to increase the share capitalthrough cash contributions (Article L. 225-129-2 of theFrench commercial code)The delegations of authority with a view to increasing theshare capital through cash contributions with preferentialsubscription rights maintained and waived are due to endon June 24 th , 2010. We therefore ask that you renew themunder the following conditions.These delegations which you are asked to rule on areintended to give full powers to the Board of Directors,within the legal timeframe of 26 months and at the timesit deems necessary, to issue ordinary shares and/ormarketable securities entitling holders to access ordinaryshares immediately or at any time in the future, with aview to financing the company's requirements.As required under French law, the marketable securitiesto be issued may entitle holders to access the ordinaryshares of any company that directly or indirectly ownsmore than half of the share capital of our company orany company in which our company directly or indirectlyowns over half of the share capital.These delegations are as follows:Reserved for shareholdersWe recommend setting the maximum nominal amountof capital increases that may be carried out under thisdelegation at 10,000,000 euros. This amount would notbe considered jointly with the amount for delegations withpreferential subscription rights waived and would notinclude the total nominal value of any additional ordinaryshares that may be issued to safeguard, in accordancewith French law, the rights of holders of marketablesecurities with an equity component.The nominal amount of marketable securities representingcompany debt that may be issued may not exceed150,000,000 euros.These caps would be independent from all of themaximum limits provided for under the Meeting's otherdelegations.Under this delegation, issues would be carried outwith preferential subscription rights maintained forshareholders.If subscriptions have not accounted for the entire issue,the Board of Directors may use the following options:- Limiting the issue to the amount of subscriptionscollected within the legal limit;- Freely distributing all or part of any securities notsubscribed for;- Offering all or part of any securities not subscribed forto the public.With preferential subscription rights waivedThe French ruling of January 22 nd , 2009 eliminated thenotion of calling on public savings, replacing it withthe concept of a public offering. In addition, this rulingintroduced the option to carry out capital increases withpreferential subscription rights waived through privateplacements, i.e. for qualified investors or a restrictedcircle of investors, for up to 20% of the share capital peryear.As such, it is now possible to carry out capital increasesthrough delegations to qualified investors or a restrictedcircle of investors without it being necessary for theGeneral Meeting to designate the beneficiaries or definea category of beneficiaries.In this respect, the French securities regulator (AMF)has advised issuers to draw up a separate resolutionfor delegations concerning capital increases through apublic offering and a private placement.Through a public offeringYou are asked to delegate to the Board of Directors yourauthority with a view to increasing the capital throughthe issue of shares and/or marketable securities entitlingholders to access the company's capital, with preferentialsubscription rights waived, through a public offering.The Board of Directors may grant shareholders prioritysubscription rights.The total nominal amount of shares that may be issuedmay not exceed 10,000,000 euros. This amount wouldbe booked against the cap on the nominal amount ofshares that may be issued based on the delegation toincrease the capital with preferential subscription rightswaived through a private placement.MANAGEMENTREPORTPART02102

02. MANAGEMENT REPORTThe nominal amount of marketable securities representingcompany debt that may be issued may not exceed150,000,000 euros.The sum paid to or due to be paid to the company for eachone of the ordinary shares issued, after factoring in, in thecase of the issue of stock warrants, the subscription priceof such warrants, would be determined in accordancewith the legal and regulatory provisions in force andwill therefore at least be equal to the minimum requiredunder Article R. 225-119 of the French commercial codeat the time when the Board of Directors implements thedelegation.In the event of an issue of securities as payment forsecurities contributed in connection with a publicexchange offer, the Board of Directors will have, withinthe abovementioned limits, the powers required to setthe list of securities tendered in exchange, to define theconditions for such issues as well as the exchange ratioand, as relevant, the amount of the cash balance to bepaid, and lastly, to determine the terms of issue.Through a private placementYou are also asked to allow the Board of Directors tobenefit from the new right introduced by the ruling ofJanuary 22 nd , 2009 by delegating to it your authority toincrease the capital through the issue of shares and/or marketable securities entitling holders to access thecompany's capital, with preferential subscription rightswaived, through a private placement, under the terms ofa separate resolution.Under this delegation, issues would be carried out withpreferential subscription rights waived through an offeringas set out in Section II of Article L. 411-2 of the Frenchmonetary and financial code.The total nominal amount of shares that may be issuedmay not exceed 10,000,000 euros, it being understoodthat this amount would also be capped at 20% of thecapital per year. This amount would be booked againstthe cap on the nominal amount of shares that may beissued based on the delegation to increase the capitalwith preferential subscription rights waived through apublic offering.The nominal amount of marketable securities representingcompany debt that may be issued may not exceed150,000,000 euros.The sum paid to or due to be paid to the company for eachone of the ordinary shares issued, after factoring in, in thecase of the issue of stock warrants, the subscription priceof such warrants, would be determined in accordancewith the legal and regulatory provisions in force andwill therefore at least be equal to the minimum requiredunder Article R. 225-119 of the French commercial codeat the time when the Board of Directors implements thedelegation.Authorization to increase the amount of issues in theevent of excess demandUnder the aforementioned delegations, we ask that yougrant the Board of Directors the right to increase, underthe conditions and within the limits set by the legal andregulatory provisions in force, the number of securitiesprovided for in the initial issue.2.1.18.3 :: Delegation of authority to increase the sharecapital in return for contributions in kind of securities andmarketable securitiesTo facilitate external growth operations, we ask that yougrant the Board of Directors a delegation to increasethe share capital through the issue of ordinary shares ormarketable securities with an equity component with aview to covering any contributions in kind granted to thecompany and comprising capital securities or marketablesecurities with an equity component.This authorization is to be granted for a 26-monthperiod.The total nominal amount of ordinary shares that maybe issued under this delegation may not exceed 10%of the share capital. This cap would be independentfrom all other maximum limits provided for under otherdelegations relating to capital increases.MANAGEMENTREPORTPART02103

02. MANAGEMENT REPORT2.1.18.4 :: Authorization to carry out a capital increasereserved for members of a company savings schemeIn connection with a legal obligation to promote employeeshareholding, we also recommend approving a proposeddelegation for the Board of Directors to carry out acapital increase reserved for members of a companysavings scheme and in accordance with the conditionsof Article L. 3332-18 and following of the French laborcode through the cash issue of ordinary shares and,as relevant, the free allocation of ordinary shares orother securities entitling holders to access the capital.French law requires preferential subscription rights to bewaived.In accordance with the provisions of Article L. 3332-19 ofthe French labor code, the price of shares to be issuedmay not be more than 20% lower (or 30% when thescheme’s planned lock-in period as per Articles L. 3332-25and L. 3332-26 of the French labor code is greater than orequal to 10 years) than the average opening price for theshare during the 20 trading sessions prior to the Board ofDirectors’ decision relative to the capital increase and theissue of the corresponding shares, and may not be anyhigher than this average.The maximum nominal amount of the increase orincreases that may be carried out through the use of thisdelegation is 500,000 euros.We therefore recommend granting the Board of Directorsfull powers to use this delegation for a 26-month period.Within the limits set out above, the Board of Directorsshall have the powers required notably with a view tosetting the conditions for the issues, acknowledging theachivement of the resulting capital increases, amendingthe bylaws accordingly, booking, on its initiative alone,the costs for capital increases against the amount ofthe corresponding premiums, and deducting the sumsrequired to take the legal reserve up to one tenth of thenew capital after each increase against this amount,and more generally doing whatever is necessary in thisrespect.MANAGEMENTREPORTPART02104

02. MANAGEMENT REPORTThese delegations are presented in detail in the followingtable:Summary of valid delegations to increase the sharecapitalIn EurosDateof the EGM(c)Authorizationend dateAuthorizedamountPreviousyearsincreasesCurrentyearincreasesResidualamount onMarch 4 th ,2010Authorization toincrease the capital withpreferential subscriptionrights maintainedand / or through theincorporation ofreserves, profits or issuepremiumsAuthorization to increasethe capital through apublic offering withpreferential subscriptionrights waivedAuthorization toincrease the capital withpreferential subscriptionrights waived in favor ofmembers of a companysavings schemeAuthorization toincrease the sharecapital as paymentfor contributions ofsecuritiesApril 24 th , 2008 June 24 th , 2010 € 10,000,000 (a) - - € 10,000,000 (a)April 24 th , 2008 June 24 th , 2010 € 10,000,000 (a) - - € 10,000,000 (a)April 24 th , 2008 June 24 th , 2010 € 500,000 - - € 500,000April 24 th , 2008 June 24 th , 201010 %of the sharecapital- -10 %of the sharecapitalMANAGEMENTREPORTAuthorization to issuestock optionsand/or warrantsApril 24 th , 2008 June 24 th , 20115 %of the sharecapital(b)(c)4.3 %of the sharecapitalPART02Authorization to grantbonus sharesto be issuedApril 24 th , 2008 June 24 th , 20115 %of the sharecapital(d) -4.71 %of the sharecapital105(a) Global amount for both categories.(b) The authorization granted to the Board of Directors on April 28 th , 2008 was applied through the issue of 2 plans in 2008. No options issued through these2 plans were exercised in 2009. The maximum nominal capital increase associated with these 2 plans represents 21,000 euros.(c) The authorization granted to the Board of Directors was applied through the issue of 4 plans in 2009. No options issued through these 4 plans were exercisedin 2009. The maximum nominal capital increase associated with these 2 plans represents 96,200 euros.(d) The authorization given to the Board of Directors has been used with one scheme issued, awarding 50 existing shares per beneficiary, which will only bedefinitively vested after a five-year period following this allocation decision, provided that the criteria and conditions for allocation are complied with on thisdate. These shares represent a total of 119,600 shares, i.e. 0.29% of the share capital.

02. MANAGEMENT REPORT2.1.19 :: Elements likely to have animpact in the event of a publicofferingIn accordance with Article L. 225-100-3, we would like toinform you about the following points:- The structure of the capital and any known director indirect equity interests of the company, with allcorresponding information, are presented in Chapter 1.2in the principal document I for the reference document;- There are not any bylaw restrictions concerning theexercising of voting rights, with the exception of thebylaw sanction for forfeiting voting rights which maybe requested during a General Meeting by one or moreshareholders holding at least 5% of the capital or votingrights in the event of failure to comply with the disclosurethreshold requirements under the bylaws when passing2.5% of the capital or voting rights or any multiple thereof(Clause 10 of the bylaws);- To the best of the company’s knowledge, noshareholders’ agreements or other commitments havebeen entered into between shareholders;- There are no securities including special rights ofcontrol;- The voting rights associated with APRIL shares heldby staff under the APRIL equity-based mutual fund areexercised by a representative appointed by the mutualfund’s Supervisory Board with a view to representing it atGeneral Meetings;- The rules for appointing and dismissing members of theBoard of Directors represent the rules applicable undercommon law;- In terms of the Board of Directors’ powers, thedelegations that are currently valid are described in thepresent report under Section 14 (share buyback program)and in the table presenting capital increase-relateddelegations presented in the previous section;- Our company’s bylaws may be amended in accordancewith the legal and regulatory provisions in force;- There are no specific agreements providing forcompensation for members of the Board of Directors ifthey resign or are dismissed without any genuine andserious grounds or if their employment ends as a resultof a public offering.2.1.20 :: Transactions on securitiesby corporate officers, seniormanagers or their closerelatives over the yearFirst name and surname Jean-Claude Augros EVOLEMFunctions held within the issuer Director APRIL GROUP Company controling APRIL GROUPTransactions carried out by party related to theabovementioned personAcquisition of APRIL GROUP sharesDisposal and acquisition of APRILGROUP sharesDescription of the financial instrument Shares SharesTotal number of financial instruments soldWeighted average priceTotal amount of salesN/A1,155,151€ 23.56€ 27,217,608.91MANAGEMENTREPORTPART02Total number of financial instruments acquiredWeighted average priceTotal amount of acquisitions480 shares€ 26.64€ 12,874.40230,052 shares€ 20.28€ 4,667,665.83106As relevant, other transactions to be adapted:Total number of financial instruments subscribedfor / exchangedWeighted average priceTotal amount of transactionN/AN/A

02. MANAGEMENT REPORT2.1.21 :: Co-Statutory Auditors’ reviewThe following reports are going to be presented to you:- The general report drawn up by your co-statutoryauditors on the statutory financial statements;- Their report on the consolidated financial statements;- Their special report on the agreements covered underArticles L. 225-38 et seq of the French commercialcode;- Their report on the Chairman of the Board of Directors’report as per the last paragraph of Article L. 225-235 ofthe French commercial code;:: ConclusionWe will ask you to duly note the information containedin the present report for the members of the Board ofDirectors, to approve the annual and consolidatedfinancial statements for the past year, as they have beenpresented to you, to ratify the proposals submitted byyour Board of Directors and to discharge the liability ofeach of its members for the year in question.MANAGEMENTREPORTPART02107

02. MANAGEMENT REPORTCHAPTER 2.2FIVE YEAR FINANCIALSUMMARY (IN EUROS)APRIL GROUPYear-end date Dec 31, 2009 Dec 31, 2008 Dec 31, 2007 Dec 31, 2006 Dec 31, 2005Duration of each fiscal year 12 months 12 months 12 months 12 months 12 monthsCAPITAL AT YEAR-ENDShare capital 16,357,654 16,349,794 16,324,253 16,292,779 16,236,793Number of shares- ordinary 40,894,135 40,874,485 40,810,632 40,731,948 40,591,983- with priority dividendsMaximum number of shares to be created- through bond conversions- through subscription rightsOPERATIONS AND EARNINGSRevenues (net of tax)Income before tax, profit-sharing,contribution to provisions and amortization66,524,234 57,385,628 93,907,719 30,468,826 30,468,826Corporate income tax - 18,271,749 - 12,007,874 - 8,796,718 - 3,290,380 - 3,290,380Employee profit-sharing 266,453 257,212 238,892 215,244 158,787Contribution to provisions and amortization 14,874,355 3,515,656 - 2,192,069 2,310,001 - 10,536,554Net income 69,655,175 65,620,634 104,657,614 32,486,672 44,136,973Distributed income * 17,993,419 15,123,559 17,956,678 16,292,779 13,395,354EARNINGS PER SHAREEarnings after tax, profit-sharing,before contribution to provisions and amortizationEarnings after tax, profit-sharing,contribution to provisions and amortization2.07 1.69 2.51 0.85 0.831.70 1.61 2.56 0.80 1.09FIVE YEAR FINANCIAL SUMMARY(IN EUROS) APRIL GROUPPART02108Allocated dividend 0.44 0.37 0.44 0.4 0.33WORKFORCEAverage headcount 30 30 25 25 21Payroll 1,760,055 1,865,191 2,058,452 1,880,850 1,715,762Amounts paid in company benefits 1,188,385 1,001,140 1,067,187 1 049,335 751,820* Distribution subject to approval or approved by the General Meeting (including treasury stock)

02. MANAGEMENT REPORTCHAPTER 2.3CHAIRMANOF THE BOARD’S REPORT:: APRIL GROUPFrench limited company (société anonyme) with a Boardof Directors with share capital of euro 16,349,794.00Head office: LYON 3ème83-85, boulevard Marius Vivier Merle377 994 553 RCS LYONChairman of the board’s report(article L. 225-37 of the French commercial code)Dear Shareholders,In accordance with the provisions of Article L. 225-37 ofthe French Commercial Code, please find hereafter ourreport relative to:- The makeup and the conditions for the preparation andorganization of the Board's work, any restrictions appliedon the powers of the Chief Executive Officer, referencesmade to a corporate governance code and specificconditions for shareholder participation in the GeneralMeeting;- The internal control and risk management proceduresput in place by your company.This report also specifies the principles and rules set fordetermining the compensation and benefits of any kindawarded to corporate officers, in addition to the elementslikely to have an impact in the event of a public offering.The procedures implemented for the drafting of thisreport were based on the work carried out, coordinatedby the Risk Manager in conjunction with the FinanceDivision, the Legal Affairs Division and the main Groupdivisions. This report is also based on the exchanges thattook place with the Sustainable Development Committeeand the Statutory Auditors, as well as the findings frominternal audits conducted within the Group.In terms of a corporate governance code, our companyrefers to the AFEP/MEDEF corporate governance codefor listed companies from December 2008, resulting fromthe consolidation of the recommendations from October2003 in addition to the recommendations on executivepay in listed companies published in January 2007 andOctober 2008 and available on the MEDEF site: www.code-afep-medef.com. The provisions from this codewhich have been removed are detailed in this report.This report was submitted for approval by the Boardof Directors on March 4 th , 2010 and transmitted to thestatutory auditors.CHAIRMANOF THE BOARD’S REPORTPART02109

02. MANAGEMENT REPORT2.3.1 :: Conditions for the preparationand organization of the Boardof Directors’ work2.3.1.1 :: Board structureArticle 14 of our bylaws stipulates that the Board ofDirectors must have a minimum of three members, but maycomprise up to eighteen members, who are appointed fora two-year period of office and may be reelected. Yourcompany’s Board of Directors currently has 11 members.With regard to the shorter term of office for directors, ithas not been judged useful to organize a staggering ofappointments for Board members, as recommended bythe AFEP/ MEDEF code.A list of the members of the company’s Board of Directors,including any functions held in other companies, is givenin the Board of Directors’ management report.In line with the corporate governance recommendations,five of the Board’s 11 members are independent. Theindependent members are:- André Arrago ;- Jean-Claude Augros ;- Bernard Belletante ;- Philippe Marcel ;- Guy Rigaud.To be considered independent, members of the Board ofDirectors may not:- Be an employee or corporate officer of the company, anemployee or director of its parent company or any of itsconsolidated companies currently or at any point in thelast five years;- Be a corporate officer in a company in which the companydirectly or indirectly holds any directorship or in which anemployee appointed as such or a corporate officer of thecompany (currently or at any point in the last five years)holds any directorship;- Be 1 a customer, supplier, investment banker orcommercial banker:- Having material relationships with the company or itsgroup,- Or for which the company or its group represents asignificant percentage of their business.- Have any close family ties with a corporate officer;- Have served as an auditor for the company at any pointover the last five years;- Serve as a director for the company for more than 12years.The Board of Directors has set up various Committees,defining their makeup and remits. These Committeesreport to the Board of Directors on their activities.Firstly, the Sustainable Development Committee meets asthe Audit Committee and the Compensation Committeeduring specific sessions. Its mission is to oversee the mainstrategic and organizational issues facing the company(risk management and monitoring of internal audit, newcompany acquisition and integration policy, Groupculture, human resources policy, governance rules, etc.).Management actions are taken based on the report that itsubmits to the Board of Directors.The Sustainable Development Committee held fourmeetings over the last fiscal year. The average rate ofattendance for members was 95% in 2009. It is made upof the Chairman-Chief Executive Officer and five Directors,four of whom are independent:- Jean-Claude Augros ;- Bernard Belletante ;- Gilles Dupin ;- Philippe Marcel ;- Guy Rigaud.The Sustainable Development Committee's missions weremodified at the Board of Directors meeting on December10 th , 2009. In accordance with the French commercialcode, APRIL GROUP will set up an Audit Committee in2010. In this way, part of the remits previously entrustedto the Sustainable Development Committee will betransferred to this Audit Committee. The SustainableDevelopment Committee will continue to be in charge ofsubjects relating to the executive compensation policy,mobility, social reporting and the main issues relating tohuman resources.The Audit Committee is expected to be chaired by Mrs.Dominique Takizawa, subject to her appointment as anAPRIL GROUP Director at the annual general meetingconvened to approve the financial statements for the yearended December 31 st , 2009.CHAIRMANOF THE BOARD’S REPORTPART021101Or be linked directly or indirectly

02. MANAGEMENT REPORTThe Group’s Investment Committee is called on prior to theacquisition of an equity interest, the creation of activities,a significant investment in a company or a disinvestment.It rules on these elements in the last instance. The reporton the Investment Committee’s decisions is transmitted tothe members of the Board of Directors. A set of bylaws hasbeen drawn up describing this committee’s operations. Itmet four times over the past financial year. The averagerate of attendance for members was 62.5% in 2009.The Chairman of the Board of Directors of APRIL GROUPis an ex-officio member of this committee, acting as itsChairman. The Board of Directors voted, to appointits representatives within the APRIL group InvestmentCommittee for an indefinite period:- Bernard Belletante ;- Guy Rigaud.The Investment Committee also includes one non-directormember: Jean-Michel Rallet.The Insurance Committee, created in 2007, depends onand reports directly to the Board of Directors. The InsuranceCommittee's objectives and operations were modified bythe Board of Directors during its meeting on December11 th , 2008 in order to make it an independent committeefor the Group's insurance companies. It is made up ofthe members of the Board of Directors who are insuranceprofessionals, as well as the Chairman of the Board ofDirectors. It is responsible for reviewing issues relating tothe insurance strategy, the financial insurance strategy,insurance risk management and control procedures, andrules as an audit committee, appointments committee andcompensation committee. It is made up of the Chairmanofthe Board of Directors and:- André Arrago ;- Jean-Claude Augros ;- Gilles Dupin ;- Jean-Yves Nouy.The Insurance Committee is chaired by Mr. Jean-YvesNouy. It met five times over the past financial year. Theaverage rate of attendance for members was 95% in2009.On account of the Group's organization, it has not beenjudged useful to set up an appointments committee,notwithstanding the recommendations from the referencecode in this area, since this mission is performed by theSustainable Development Committee and the InsuranceCommittee.2.3.1.2 :: BylawsThe Board of Directors has adopted a set of bylaws, themain provisions of which are outlined below:- Role of the Board of Directors;- Structure of the Board of Directors;- Ethical obligations and duties for members of the Boardof Directors;- Board of Directors’ organization and operations;- Board of Directors’ information;- Missions and organization of the committees;- Director compensation;- Conditions for amending the bylaws.At the next meeting of the Board of Directors, the agendais scheduled to include amendments and adaptations tothe company bylaws in order to more specifically factor inthe creation of the Audit Committee and the change in theSustainable Development Committee's missions.2.3.1.3 :: Frequency of meetingsIn accordance with its bylaws, the Board may meet asoften as necessary in the interests of the Company andat least five times a year, as requested by the Chairmanof the Board of Directors or, if the Board has not met formore than two months, as requested by at least one thirdof the directors.Over the past fiscal year, your Board of Directors met sixtimes.2.3.1.4 :: Notices to attend for membersPursuant to Article 14 of the bylaws, the members ofthe Board of Directors were given notice to attend by anordinary letter in accordance with a schedule that is setat the beginning of the year but may be modified over thecourse of the year as required by events or at the requestof several Board members.2.3.1.5 :: Information for membersThe members of the Board of Directors have been providedwith all the necessary documents and information inthe form and timeframes required to deliberate underCHAIRMANOF THE BOARD’S REPORTPART02111

02. MANAGEMENT REPORTsatisfactory conditions. Furthermore, a specific report isdrawn up each quarter for the members of the Board ofDirectors with numerous indicators on financial issues,human resources, the organization, activities, etc...2.3.1.6 :: Organization of meetingsMeetings of the Board of Directors are generally held inLyon. The average rate of attendance for members of theBoard of Directors in 2009 was 91%.The company bylaws specify that videoconferencing andtelecommunications facilities may not be used when:- Drawing up the annual and consolidated financialstatements;- Drawing up the company’s management report and, asrelevant, the Group’s management report;- Selecting the conditions for the performance of executivemanagement;- Appointing and dismissing the Chairman, Chief ExecutiveOfficer and Deputy Chief Executive Officers.2.3.1.7 :: Minutes of meetingsMinutes are drawn up further to each meeting of the Boardof Directors.A draft version of these minutes is sent out to each one ofthe members with the notice to attend the following meetingand is voted on by members as soon as the session isopened.2.3.1.8 :: Role of the Board of DirectorsAPRIL GROUP’s Board of Directors performs all of themissions required under French law. With the presenceof several independent members, it is designed to act asforce to provide alerts, take a critical view of issues andsubmit proposals. Over the past year, in addition to thedecisions required by the laws and regulations in force, theBoard of Directors addressed the following main issues:- Monitoring acquisition projects and creations of newcompanies or activities;- Monitoring the integration of new companies within theGroup;- Monitoring the results of the employee satisfactionsurvey;- Monitoring risk management and internal audit work;- Monitoring the policy for creating new products andservices;- Monitoring of provisional budgets and actuals;- Monitoring of the financial rating process for certaincompanies.2.3.1.9 :: Evaluation of the Board of Directors’ workUnder the company bylaws, the Board of Directors reviewsits operations at least once a year. In general, membersof the Board of Directors regularly analyze their practices,the conditions for the Board’s work and the achievementof the objectives set in connection with their missions. Ateach Board meeting, the monitoring of decisions takenpreviously by the Board of Directors makes it possible togauge the effectiveness of its work.In connection with the Board of Directors' meeting onJune 25 th , 2009, the directors completed a questionnaireassessing the work carried out within the Board. All of theanswers have been analyzed and areas for improvementidentified, including:- Opportunity for a female presence within the Board;- Presence of a Director with strong internationalknowledge;- Organization of a training seminar and exchanges for allBoard members;- Increase in the time devoted to the Group strategy.CHAIRMANOF THE BOARD’S REPORTPART02112

02. MANAGEMENT REPORT2.3.1.10 :: Rules for determining corporate officercompensationIn accordance with the provisions of the Article L.225-37of the French Commercial Code, we are reporting toyou on the following governance rules, applicable fordetermining compensation of any kind granted to thecorporate officers of APRIL GROUP or its companies.In this respect, at the Board meeting on December 11 th ,2008, the Directors voted to adhere to the AFEP-MEDEFrecommendations from October 6 th , 2008 concerningexecutive pay in companies whose securities are admittedfor trading on a regulated market, communicating on thiscompliance in line with these recommendations.Fixed compensationThis is determined by the Board of Directors or theSupervisory Board of each Group company.Variable compensationVariable compensation is awarded by the Board ofDirectors or the Supervisory Board of each Group companydepending on the objectives set the previous year based onfour criteria:- Economic and financial results: performance in terms ofrevenues, operating income, net income and ROE, as wellas the development of new business;- Qualitative performance relative to employee satisfactionand well-being;- Qualitative performance relative to the satisfaction of clientsand call handling;- Intra-group cooperation and innovation: cross-businesscontributions between Group companies; involvement ofmanagers and employees within cross-business workshopsand APRIL University, involvement of managers in the ad hocgovernance committees of the Group and its subsidiaries;contribution to the development of new products orprocesses, representing sources of differentiation for ourcompanies.Director's feesOnly the external members of the Board of Directorsreceive directors’ fees for their participation in governancebodies.The Ordinary General Meeting approves the amount ofdirector’s fees granted to the members of the Board ofDirectors for the past financial year. The average level ofcompensation per external director for their participationin meetings for Board of Directors and Committees cameto 17,285 euros for 2009.The amount of directors' fees is determined based onmembers’ attendance of Board and Committee meetings.The allocation of directors’ fees is drawn in line with thefollowing principle:For each Board of Directors session:For each SustainableDevelopment Committee session:For each Investment Committee session:For each Insurance Committee session*:1,650 euros1,100 euros1,100 euros1,100 euros*At the Board meeting on December 10 th , 2009, theDirectors decided to award the Chairman of the InsuranceCommittee 2,200 euros in director's fees for eachCommittee session from January 1 st , 2009.This compensation includes preparations for andparticipation in the sessions concerned.Benefits in kindThe Board of Directors of APRIL GROUP or the Board ofDirectors of Group companies provide their executiveswith a company vehicle and supplementary healthcareand personal protection cover identical to that granted toits employees.Stock-optionsUnder a delegation given by the Ordinary General Meeting,setting the term and maximum overall amount for thescheme, the Board of Directors grants certain corporateofficers and employees stock options (conditional orother), in accordance with the conditions applicable understock option regulations. The conditions for the variousschemes are presented in the annual report.CHAIRMANOF THE BOARD’S REPORTPART02113

02. MANAGEMENT REPORT2.3.1.11 :: Powers given by the Board of Directors to itsChairmanThe Board of Directors has chosen to not separate thefunctions of Chairman of the Board of Directors and ChiefExecutive Officer. The powers of the Chairman and ChiefExecutive Officer are those applicable under French law.He is therefore invested with the broadest powers to actunder any circumstances in the company’s name.2.3.1.13 :: Elements likely to have an impact in the event ofa public offeringThese elements are presented in the Board's report.2.3.2 :: General internal controlstructureSuch powers, which may be sub-delegated, must beexercised in accordance with the provisions applicableunder the bylaws, the general guidelines and rules set bythe Board, and the APRIL group’s specific managementprinciples.Any acquisitions of equity interests and partial or totaldisposals of capital in subsidiaries must however bepresented to and approved beforehand by the InvestmentCommittee.2.3.1.12 :: Shareholder participation in General MeetingsThe conditions for shareholder participation in GeneralMeetings are presented in Article 21 of the bylaws.Shareholders will be entitled to attend General Meetingsif the securities are recorded for accounting purposes inthe name of the shareholders or their intermediaries asregistered by midnight (a.m. Paris time) on the third workingday prior to the meeting, in the registered securitiesaccounts held by the company or in the bearer securitiesaccounts held by the authorized intermediary.The registration of bearer securities in the accounts isdetermined based on a certificate of participation issuedby the authorized intermediary.If they are unable to attend the Meeting in person,shareholders may choose between one of the followingthree options:2.3.2.1 :: ObjectivesAPRIL GROUP has put in place an internal control systemdesigned to meet the following major objectives:- To effectively manage the risks resulting from theactivities of businesses making up the Group, focusingprimarily on prevention and a proactive approach;- To ensure that the operational activities of the variousGroup companies are in line with the framework definedby the relevant labor relations bodies, the laws andregulations applicable and the internal rules, standardsand values in force within the company and the Group;- To secure the main operational processes and financialflows for Group companies;- To enable newly integrated companies to benefitfrom the Group’s internal control standards and bestpractices;- To ensure that internal and external communicationstruly reflect the situation and activities of the Group andits companies.Readers are reminded that as comprehensive andeffective as the internal control system may be, it mayonly provide reasonable assurance and not an absoluteguarantee that such risks have been fully eliminated.2.3.2.2 :: Internal control system within the APRIL groupCHAIRMANOF THE BOARD’S REPORT- Appointing their spouse or another shareholder asproxy;- Sending a proxy form to the company without indicatingany representative;- Voting by mail.Requests by shareholders for draft resolutions to beincluded on the agenda must be sent to the registeredoffice recorded delivery with delivery receipt by the latest25 days before the General Meeting is to be held.In line with the internal control frame of reference publishedin 2006 by the AMF taskforce, the internal control systemin place within the APRIL group is now presented basedon its five official components:PART02114

02. MANAGEMENT REPORT2.3.2.2/1 :: Current organization: internal control playersThe control organization in place within the APRIL groupis currently based on the following players:Group company managersThey are responsible for the implementation of internalcontrol procedures intended to secure the main operationaland functional processes in their business unit. Theyare responsible for guaranteeing the application of theprinciples and best practices defined by the Group, inconjunction with the players outlined below. They reportto their Board of Directors or Supervisory Board on therisk mapping drawn up for their company, as well as thecorresponding action plans.Group Risk managerHe is responsible for the overall management of riskswithin the Group. He is responsible for ensuring theconsistency and effectiveness of internal control withinGroup companies. To achieve this, he draws up theannual audit plan for the Group Committee and the AuditCommittee and carries out its implementation. At thesame time, the risk manager coordinates and ensuresthe coherency of internal audit and control missionscarried out by the Members of the Risk Management andInternal Control Circle. He performs the Group’s internalaudit missions, covering all of the Group’s activities andcompanies, and working with expert employees from thefield being audited as relevant. He oversees the work ofthe Statutory Auditors during their interim assignmentsand is also responsible for the insurance programs offeredby the Group to its subsidiaries.Members of the Risk Management and Internal ControlCircleAround 20 members of staff within the Group are activelyworking on continuously improving the internal controlsystems put in place within the Group. To some extent,this concerns resources that are dedicated exclusivelyto the global internal control approach as it is the casein the most significant companies for the internal controlmanagers. They are responsible for defining and applyinga program to review the operations, controls andprocesses implemented by the company. They checkthe application of the management rules defined by theexecutive management team and report on their work tothe company’s Audit Committee or the senior managementteam.These players may also split their time between theirinternal control activities and other functions such asfinancial control. In this way, they draw up an internalaudit plan for the division, presented each quarter tothe division’s management team, in the presence of theGroup’s internal audit manager.Group and divisions legal departmentsThese departments provide legal support for Groupcompanies, and keep them informed of major changes inregulations.Quality managersIn each one of the Group’s divisions, a quality manager isresponsible for coordinating, carrying out or supervisinginternal quality audits in line with ISO and the set ofinternal quality standards and customer commitments.The Group’s internal quality auditors conduct auditmissions throughout the year to check that the differentcommitments of companies are respected. The projectsand missions carried out by the quality managers arepresented to APRIL GROUP’s Group Committee on aregular basis.Sustainable Development CommitteeIts mission is presented in Section 1 of this report; it isnotably tasked to ensure that the main risks facing theGroup are understood and dealt with in a suitable manner.Every half-year period, the Risk Manager and the internalaudit manager report on progress made to this committee,focusing on risk management and internal control. Morespecifically, they present the missions carried out in Groupcompanies, the issues raised, the recommendations madeand the follow-up on these recommendations.The Sustainable Development Committee validates theaudit plan, and may ask for internal audit assignmentsto be added to the audit plan. Within their annual andconsolidated account statements legal control mission, theStatutory auditors present their report to the SustainableDevelopment Committee.2.3.2.2/2 :: Integrated process for identifying andanalyzing the main risksThe integrated risk management process is overseen bythe Risk manager.Risk management notably involves moves to provideGroup companies with a methodology and tools for themanagement of financial, legal, operational and strategicCHAIRMANOF THE BOARD’S REPORTPART02115

02. MANAGEMENT REPORTrisks including the risk mapping process. The risk managerhelps draw up and implement these tools with the headsof the companies concerned and the members of the RiskManagement and Internal Control Circle.The identification of risks represents a key stage in securingoperational processes and financial flows and the reliabilityof the process for drawing up and processing accountingand financial information within Group companies.Based on their medium-term plan (MTP) and theirknowledge of the internal and external risks for theirorganization, each company business division formalizesits risk mapping. In light of this information, they drawup a list of internal control projects and potential internalaudit themes, which are covered in action plans that aremonitored at least once a year during Strategic Committeesessions.M.T.P.STRATEGIC COMMITTEERISK MAPPING- Identification- Evaluation- PrioritizationINTERNALCONTROLANDGOVERNANCESYSTEMINTERNAL CONTROL PROJECTS/ACTION PLANSon major risks (rolling out the system)INTERNALCONTROLPROJECTS- Cross-businesses- DivisionsOPERATIONAL FEEDBACKAND UPDATING- Mapping- Internal control systemAUDIT OF RISKmanagement systemsAUDIT PLAN- Group- DivisionsCHAIRMANOF THE BOARD’S REPORTPART02116

02. MANAGEMENT REPORTThe Risk Manager identifies any new risks basedon information available to him, notably from riskmappings interviews, exchanges with risk or insuranceprofessionals, and with members of the SustainableDevelopment Committee. He also reviews the findingsand recommendations set out by the internal auditmanager in connection with their audit assignments andthe assignments carried out by external players, (mainlyStatutory Auditors and legal avisors). He informs the GroupCommittee and reports to the Sustainable DevelopmentCommittee.Based on the conclusions from the mappings for eachcompany, for each division and the compilation of all themappings for the year formalized in the “Risk Observatory”,the Risk manager then prioritizes the risks identified in thisway and directs the audit assignments and internal controlprojects to be carried out in line with the risk managementstrategy decided on by the Group or its companies.2.3.2.3 :: Control activities2.3.2.3/1 :: Group internal auditThe APRIL group’s Risk Manager coordinates internalaudit activities within the Group.Audit assignments are carried out by the holding companyalone or in conjunction with various members of staff,members of the APRIL group’s Risk Management andInternal Control Circle.:: Internal audit planThe Group’s annual audit plan for N+1 is defined at the endof Year N by the Risk manager in conjunction with the GroupCommittee and validated by the Sustainable DevelopmentCommittee. This plan is formally reviewed each half-yearperiod. It may also be adapted according to the importanceof new risk areas identified or any specific requests.Each internal audit assignment is covered by a missionstatement and a detailed work program. These documentsare sent out to the manager of the company in questionprior to the assignment.More generally, all internal audit missions are carried out inline with the Group internal audit charter aiming to:- Present and disseminate the objectives of internal auditmissions within APRIL GROUP companies;- Define the responsibilities of the various stakeholders inthe APRIL group internal audit process;- Present the operating principles for internal audit and thepractical conditions for its implementation within APRILGROUP.The internal audit plans drawn up for the divisions orcompanies are transmitted to the Risk Manager andsupplement the control system put in place at Group level.:: Types of internal audit missionsWe differentiate between the following types of mission:Cross-business missions and optimizationsThe aim is to conduct audits on specific cross-businessissues for the various Group companies. These missionsalso make it possible to identify and distribute bestmanagement practices within the Group.Specific missionsThey are focused on potential or proven risks that havebeen identified (notably from risk mapping) and are specificto a given company or group of companies. Such auditsmay be carried out in conjunction with external auditors.These assignments may also make it possible to ensurecompliance with the procedures, rules and standards ofthe Group and its companies.Integration follow-up missionsThey concern the companies that recently joined theGroup. These comprehensive audits make it possible tocheck and supplement the implementation of internalcontrol procedures defined by the Group. Any specificpoints identified during audits carried out when these newcompanies were acquired or their first months of integrationwithin the Group are also followed up on in connectionwith these missions, with further recommendations issuedas relevant.CHAIRMANOF THE BOARD’S REPORTPART02117

02. MANAGEMENT REPORTAudit follow-up missionsThese represent essential audits in order to take stock ofprogress made with the internal control system and theeffective application of previous recommendations.Mission deliverables and follow-upAt the end of each mission a written report on theinvestigations and the synopsis of recommendations aresubmitted to the manager of the company concerned, tothe manager of the division and to the Group Committee.Recommendations are based on four levels: critical risk,to be dealt with as an emergency, high risk, requiringimmediate action, moderate risk, requiring an actionover the medium term, low risk, when the timeframe forimplementing corrective actions is left to the company’sdiscretion.This approach enables the units being audited to take therecommendations made on board. For each improvementaction proposed, a deadline is set and a managerappointed.Follow-up missions are carried out to track theimplementation of recommendations, checkingprogress made in reference to the latest audit. Thehead of the company concerned must ensure that therecommendations made in connection with internal auditsare taken into consideration effectively, and reports onthe improvements made at meetings of the Boards ofDirectors.2.3.2.3/2 :: Other 3 rd level control activitiesWithin APRIL Assurances, Mutant Assurances, the APRILgroup Life-Savings division and the Group InsuranceCompanies division, a dedicated person in each structureis responsible for internal control and contributes, throughthe various assignments carried out in 2009, towardsensuring that the company's operational procedures arecompliant with internal and external standards.2.3.2.4 :: Ongoing supervision of the internal control systemThe internal control system is monitored on an ongoingbasis, with regular reviews of its operations by the variousplayers described above (see Section 2.3.2.2/1 Internalcontrol players). The aim is to check its relevance andsuitability in relation to the company’s objectives.The Group’s Risk manager also contributes to thismonitoring effort, working on exchanges with riskmanagement and internal audit professionals at local ornational levels.He factors in feedback from the Statutory Auditorsresulting from their interim reviews. Each point is coveredby a management response and an action plan that isfollowed for each intervention.2.3.2.5 :: Distribution of relevant information in-houseThis component is essential in order to rally all of theGroup’s companies around a common vision for internalcontrol and the use of standard techniques and terms.The Risk Management and Internal Control Circle, groupingtogether the 20 members of staff focused exclusivelyor partially on the overall internal control approach metfour times in 2009. It is intended to distribute an effectiveand consistent internal control culture, while promotingexchanges on best practices within the Group, as well asthe latest regulatory developments.The main issues looked at in 2009 included:- Impacts of the crisis on risk management;- Business continuity plans;- Issues relating to flu pandemic risks;- Fraud risk management system;- Internal control for information systems;- The performance of risk mapping interviews;- The “internal control pack”, offering a structuralframework for formalizing documents and processesrelating to internal control in Group companies.The Risks section on the Group intranet has been usedsince 2008 to distribute practical fact sheets on varioussubjects relating to the internal control system andcommunicating on changes in the regulatory environmentfor Group company activities.Furthermore, the Risk Manager takes part in trainingseminars for the Group's managers, directors andexecutives in order to present APRIL GROUP’s riskmanagement policy to them.CHAIRMANOF THE BOARD’S REPORTPART02118

02. MANAGEMENT REPORT2.3.3 :: Missions conducted in 2009In 2009, 18 Group companies were subject to Groupinternal audits. Alongside these audits carried out by theGroup Risk Manager, 62 internal audit assignments and 70internal control improvement assignments were performedby the Group's divisions or companies. The breakdown ofthese assignments across the entire Group is as followsfor each area and each business division:Types of risks coveredBreakdown of assignmentscarried out in 2009Strategic steering and implementation 17 %Management of claims, services and compensation 10 %Personnel relations 9 %Underwriting 8 %General review of internal control 8 %External growth 8 %Unsuitable documentation 7 %Organizational strategy 5 %Fraud and malicious acts 4 %Other laws and regulations 4 %Image 3 %Tax and accounting 3 %Other types of risks 14 %Business divisionsBreakdown of assignmentscarried out in 2009APRIL GROUP CORPORATE 10 %APRIL GROUP RETAIL PROPERTY AND CASUALTY 40 %APRIL GROUP PERSONAL PROTECTION AND HEALTH 19 %APRIL GROUP LIFE AND SAVINGS 6 %CHAIRMANOF THE BOARD’S REPORTPART02119APRIL INTERNATIONAL 10 %INSURANCE COMPANIES 15 %

02. MANAGEMENT REPORT2.3.4 :: Internal control structurerelative to accountingprocedures and financialinformation2.3.4.1 :: Production of consolidated financial statementsand controls on subsidiary accountsThe accounting and financial information to be providedto shareholders is drawn up by the APRIL group’sFinance Division based on the elements provided byGroup companies and drawn up under the responsibilityof their managers.The economic data submitted to APRIL GROUP’s FinanceDivision by APRIL GROUP companies is drawn up underthe control of the divisions’ financial managers.Each month, the manager of each subsidiary sends thedivision concerned and the Group’s Finance Division anactivity report enabling them to understand and validatethe figures provided.On a monthly basis, APRIL GROUP’s consolidationand reporting department carries out a critical analysisof the management indicators provided by each of thecompanies within the Group.The consolidation and reporting department consolidatesthe accounting data for all the companies included in thebasis for consolidation each quarter. The information issent to the parent company as consolidation packagesdrawn up in accordance with the accounting standardsand instructions provided by the Group consolidation andreporting department. At this point, each consolidationpackage is reviewed and checked to ensure that thedata is consistent with the management indicators bythe APRIL group consolidation and reporting departmentand the financial managers from the various divisions.Companies are provided with an annual consolidationand reporting schedule at the beginning of the year. Ateach close of accounts, written instructions are givenindicating the schedule for tasks (notably the conditionsfor consolidating inter-company flows), the latest relevantaccounting developments and the information controlprocedures that make it possible to draw up the APRILgroup’s consolidated financial statements.The scope of the Group is checked by the FinanceDivision and validated in conjunction with Group LegalServices.Specific procedures are put in place to identify andcontrol consolidated companies’ off-balance sheetcommitments. More specifically, these proceduresinclude a dedicated section in the Group standardsmanual, a mandatory report for subsidiaries and a criticalreview by the APRIL group consolidation and reportingdepartment.2.3.4.2 :: APRIL GROUP’s budgetary processAPRIL GROUP’s budgetary process enables it to trackthe income of each subsidiary on a regular basis andreact rapidly to any changes identified at the followingstages:- In October of Year N–1, Group companies draw upBudget for year N, under the responsibility of theirmanagers. This budget is drawn up under the control ofthe divisions’ financial managers;- Critical review of budgets by the consolidationand reporting department: analysis and validation ofassumptions, checks to ensure that figures provided areconsistent with actual data;- After each quarterly consolidation, review ofassumptions used to draw up budgets and adjustmentsmade to budgets where necessary;- At each stage, the budgets and their revised forecastsare consolidated at Group level by the consolidation andreporting department.The budgets drawn up by managers of companiesmaking up the APRIL group and their revised forecastsare presented and reviewed by each company’s Board ofDirectors or Supervisory Board.The consolidated Group budget and revised forecasts areratified by the Group Committee before being reviewedby the Board of Directors.CHAIRMANOF THE BOARD’S REPORTPART02120

02. MANAGEMENT REPORT2.3.4.3 :: Accounting and financial proceduresThe Finance Division keeps a manual of accounting andfinancial procedures up-to-date. This manual is updatedon a regular basis in line with changes to accountingstandards.It represents, in conjunction with the Finance intranetGroup website, the basic tool for sharing Groupaccounting best practices and methods within Groupcompanies.Furthermore, the company was not subject to anyfinancial rating in 2009.2.3.5 :: Outlook for 2010Three major focuses have been identified in the 2010audit plan:- Updating the risk mappings drawn up in 2009. Inaddition, new entrants (creations or external growth) willformalize their first risk mapping;- Developing risk management and regulatory watchtools, made available to Group companies in the Riskssection on the intranet;- Updating the analyses carried out relating to informationsystem audit issues.In addition to the cross-business issues presented above,the Group’s 2010 audit plan is traditionally structuredaround another three sections:- 1 specific subject, focusing on significant business lineswith potential risks and more specifically underwritingprocedures;- 11 integration follow-up audits for companies that joinedthe Group in 2008 and 2009, with a more internationaldimension on these companies;- 3 assignments for a general review of the level of internalcontrol for the Group's longstanding companies.Lastly, audits may be conducted on any other topic or inany Group company if deemed necessary by the GroupCommittee or Sustainable Development Committee.The actions carried out in 2009 and the projects plannedfor 2010 are in line with our ongoing commitmentto improving the quality, consistency and effectivemanagement of our operational and support processeswherever necessary. They represent part of a generalinternal control and governance system, attentive toregulatory requirements and changes, while maintaininga strong focus on the markets and clients served by theGroup’s various companies.Lyon, March 4 th , 2010Chairman of the Board of DirectorsCHAIRMANOF THE BOARD’S REPORTPART02121

02. MANAGEMENT REPORTCHAPTER 2.4STATUTORY AUDITORSREPORT:: MazarsLe Premium131, boulevard de Stalingrad69100 VILLEURBANNE:: Deloitte & Associes185, avenue Charles de Gaulle92200 NEUILLY-SUR-SEINE:: APRIL GROUPFrench limited company (société anonyme)83/85, boulevard Vivier Merle69003 LYONStatutory Auditors’ report, drawn up in accordancewith Article L. 225-235 of the French CommercialCode on the report of the Chairman of the Boardof Directors.Fiscal year ended December 31 st , 2009Dear Shareholders,In our capacity as Statutory Auditors for APRIL GROUP,and in accordance with the provisions of Article L. 225-235 of the French Commercial Code, please find hereafterour report on the report drawn up by the Chairman of yourcompany’s Board of Directors pursuant to the provisionsof Article L. 225-37 of the French Commercial Code forthe year ended December 31 st , 2009.The Chairman is responsible for drawing up a reportand submitting it to the Board of Directors for approvalpresenting the internal control and risk managementprocedures put in place within the company, providingthe other information required by Article L.225-37 of theFrench commercial code, notably relative to the corporategovernance system.Our responsibility is:- to give you our observations on the informationcontained in the Chairman of the Board of Directors’report concerning the internal control procedures relativeto the production and processing of accounting andfinancial information.- to certify that the report includes the other informationrequired by Article L.225-37 of the French commercialcode, it being understood that we are not responsible forchecking the accuracy of this other information.We conducted our audit in accordance with the industrystandards applicable in France.Information on internal control procedures relativeto the drawing up and processing of accounting andfinancial informationIndustry standards require that we plan and perform theaudit to assess the sincerity of information concerningthe internal control procedures relative to the drawing upand processing of accounting and financial informationcontained in the chairman's report.This audit notably involved:- Reviewing the internal control procedures relativeto the drawing up and processing of accounting andfinancial information, as reflected in the informationpresented in the Chairman’s report, as well as existingdocumentation;- Reviewing evidence supporting this information, as wellas existing documentation;- Reviewing the evaluation process put in place inand assessing the quality and sufficient nature of thecorresponding documentation, with regard to theinformation concerning the evaluation of internal controland risk management procedures;- Determining whether any major shortcomings oninternal control for the drawing up and processingSTATUTORY AUDITORSREPORTPART02122

02. MANAGEMENT REPORTof accounting and financial information that we haveidentified in connection with our audit are presented inan appropriate way in the Chairman’s report.On the basis of our work, we have no matters to reportconcerning the information given on the company’sinternal control procedures relative to the production andprocessing of the accounting and financial informationcontained in the Chairman of the Board of Directors’report, drawn up pursuant to the provisions of Article L.225-37 of the French Commercial Code.Other informationWe certify that the report drawn up by the Chairman ofthe Board of Directors includes the other informationrequired under Article L.225-37 of the French commercialcode.Villeurbanne and Neuilly-sur-Seine, March 5 th , 2010The Statutory auditors:: MazarsGilles MAGNAN:: Deloitte & AssociesJean-Claude LEMAIREOlivier ROSIERSTATUTORY AUDITORSREPORTPART02123

03CONSOLIDATED FINANCIALSTATEMENTS

03. CONSOLIDATED FINANCIAL STATEMENTSCHAPTER 3APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009:: Comprehensive income statement(See next page)APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009PART03125

03. CONSOLIDATED FINANCIAL STATEMENTSEARNINGS - DECEMBER 31 st (in thousand euros) Notes Dec 31 st , 2009 Dec 31 st , 2008REVENUES 3.4.1 812,963 735,783Other operating income 3.5.1 16,994 17,668Financial income net of charges and excluding cost of debt 3.5.2 18,601 8,303TOTAL INCOME FROM ORDINARY ACTIVITIES 848,558 761,754Insurance underwriting expenses 3.5.3 - 352,232 - 256,356Income or expenses net of reinsurance cessions 3.5.4 7,976 - 2,650Other purchases and external expenses 3.5.5 - 211,915 - 220,979Tax - 17,551 - 16,882Personnel costs 3.5.6 - 159,225 - 146,541Depreciation allowance - 10,671 - 9,661Provisions - 9,120 - 6,087Other operating income and expenses - 8,396 - 5,907EBIT 87,424 96,691Change in goodwill 3.5.7 - 276 - 1,405Other operating income and expenses 3.5.8 18,754 - 200OPERATING INCOME 105,902 95,086Financial expenses - 342 - 523Share in affiliated companiesTax charge 3.5.9 - 28,355 - 33,017NET INCOME FROM CONTINUING OPERATIONS 77,205 61,546Net income from discontinued operations 3.5.10 - 2,225CONSOLIDATED NET INCOME 74,980 61,546Minority interests 2,279 971NET INCOME (GROUP SHARE) 72,701 60,575EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.90 1.49DILUTED EARNINGS FROM CONTINUING OPERATIONS PER SHARE 1.88 1.48EARNINGS PER SHARE 3.13 1.79 1.49DILUTED EARNINGS PER SHARE 3.13 1.77 1.48CONSOLIDATED NET INCOME 74,980 61,546Profits and losses resulting from the translationof financial statements of foreign operation1,929 - 5,004Profits and losses relating to the revaluation of available-for-sale financial assets 24,200 - 21,164Other restatements 3,086Tax relating to other comprehensive income items - 5,381 8,361Reclassification adjustments - 361 - 1,841TOTAL INCOME AND EXPENSES RECOGNIZED DIRECTLY THROUGH EQUITY 23,473 - 19,648TOTAL COMPREHENSIVE INCOME 98,453 41,898Minority interests in total comprehensive income 2,234 705Total comprehensive income Group share 96,219 41,193APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009PART03126The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.

03. CONSOLIDATED FINANCIAL STATEMENTS:: Statement of financial position – Consolidatedbalance sheet: assetsASSETS(in thousand euros)Notes Dec 31 st , 2009GrossassetsDepreciationand provisionsNetassetsDec 31 st ,2008NetassetsGoodwill 3.6.1 182,292 - 10,919 171,373 152,606Other intangible fixed assets 3.6.2 58,368 - 38,140 20,228 23,843Tangible assets 3.6.3 41,166 - 22,044 19,122 20,521Investment properties 225 - 24 201 207Financial investments 3.6.4 461,591 - 9,765 451,826 369,975Investments representing policieswhose financial risk is borne by the policyholderTransferee and retrocession sharein underwriting provisions and financial liabilities30,9353.6.9 98,808 98,808 95,560Deferred tax assets 3.6.5 5,186 5,186 8,245Other assets 3.6.6 10,051 - 333 9,718 10,408FIXED ASSETS 857,687 - 81,225 776,462 712,300Receivables from insurance operationsor reinsurance acceptedReceivables from cession operationson reinsurance3.6.6 51,653 51,653 35,2103.6.6 56,092 56,092 18,122Trade receivables 3.6.6 135,443 - 8,459 126,984 112,260Tax receivables due 3.6.6 3,539 3,539 4,159Other receivables 3.6.6 49,879 - 3,241 46,638 48,246Cash and cash equivalents3.6.6/3.7.4167,570 167,570 198,922CURRENT ASSETS 464,176 - 11,700 452,476 416,918APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009SUB-TOTAL ASSETS 1,321,863 - 92,925 1,228,938 1,129,219Assets classified as held for sale 3.1.21 366,016 366,016PART03TOTAL ASSETS 1,687,879 - 92,925 1,594,954 1,129,219The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.127

03. CONSOLIDATED FINANCIAL STATEMENTS:: Statement of financial position – Consolidatedbalance sheet: liabilitiesLIABILITIES(in thousand euros)Notes Dec 31 st , 2009 Dec 31 st , 2008Share capital 16,358 16,350Paid-in capital 12,683 12,381Consolidated reserves 298,588 230,720Earnings for the period 72,701 60,575Foreign currency adjustments - 3,501 - 5,749GROUP SHAREHOLDERS’ EQUITY 396,829 314,277Minority interests 2,937 3,658TOTAL SHAREHOLDERS’ EQUITY 399,766 317,935Underwriting provisions for insurance policies 3.6.9 454,786 347,290Technical liabilities on investment policies 3.6.10 22,548Liabilities linked to investment policieswhose financial risk is borne by the policyholder3.6.10 34,097Provisions for contingencies and losses 3.6.11 12,862 10,542Deferred tax liabilities 3.6.5 5,015 2,156Financial debt 3.6.12 19,998 25,856NON-CURRENT LIABILITIES 492,661 442,489Current bank borrowings3.6.13/3.7.411,524 8,939Liabilities from insurance operations or reinsurance accepted 3.6.13 10,762 18,215Liabilities from reinsurance operations ceded 3.6.13 60,970 43,101Operating liabilities 3.6.13 192,163 196,578Tax liabilities due 3.6.13 5,484 5,396APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009Other liabilities 3.6.13 89,947 96,566CURRENT LIABILITIES 370,850 368,795PART03SUB-TOTAL LIABILITIES 1,263,277 1,129,219Liabilities classified as held for sale 3.1.21 331,677TOTAL LIABILITIES 1,594,954 1,129,219128The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.

03. CONSOLIDATED FINANCIAL STATEMENTS:: Consolidated cash-flow statementCASH-FLOW STATEMENT(in thousand euros)Notes Dec 31 st , 2009 Dec 31 st , 2008CONSOLIDATED NET INCOME 74,980 61,546Net income from discontinued operations - 2,225NET INCOME FROM CONTINUING OPERATIONS 77,205 61,546Elimination of net expenses without any impact on cash-flow 3.7.1 90,813 150,696Income from equity affiliatesIncome from disposals and other income - 18,459 295Cash-flow 3.7.2 149,559 212,537Change in working capital requirement 3.7.3 - 43,582 2,915Operating cash-flow from discontinued operations 185,042NET CASH-FLOW FROM OPERATING ACTIVITIES 291,019 215,452Net investments in tangible and intangible fixed assets - 11,752 - 22,450Net insurance activity investments - 72,454 - 132,143Net cash-flow on acquisitions of consolidated companies - 13,926 - 13,898Investment cash-flow from discontinued operations - 204,836NET CASH-FLOW FROM INVESTMENT ACTIVITIES - 302,968 - 168,491Capital increase linked to the exercising of stock options 310 1,014Capital increase linked to minority interest in consolidated companies 179 1,457Acquisition and disposal of treasury stock 58 - 5,310Dividends paid- to APRIL GROUP shareholders - 14,972 - 17,851- to minority interests in consolidated companies - 1,446 - 385APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009Net change in borrowings - 1,819 - 1,556Financing cash-flow from discontinued operationsPART03NET CASH-FLOW FROM FINANCING ACTIVITIES - 17,690 - 22,631Cash-flow from discontinued operations - 4,978Impact of conversions 681 - 1,739129CHANGE IN CASH 3.7.4 - 33,936 22,591The notes on Pages 131 to 206 represent an integral part of the consolidated financial statements.

03. CONSOLIDATED FINANCIAL STATEMENTS:: Change in shareholders’ equityCHANGE INSHAREHOLDER'S EQUITYCapitalReserveslinked tocapitalTreasurystockConsolidatedearnings andreservesTotalGroupshareMinorityinterestsTotalSHAREHOLDERS' EQUITYJan 1 st , 200816,325 15,045 - 6,192 269,214 294,392 - 578 293,814Capital operations 25 989 1,014 1,443 2,457Share-based payments 833 833 833Treasury stock operations - 5,310 - 5,310 - 5,310Dividends - 17,851 - 17,851 - 475 - 18,326Comprehensive net income 41,193 41,193 705 41,898Change of accounting methodChange in scope 6 6 2,563 2,569SHAREHOLDERS' EQUITYJan 1 st , 200916,350 16,034 - 11,502 293,395 314,277 3,658 317,935Capital operations 8 302 310 116 426Share-based payments 955 955 955Treasury stock operations 57 57 57Dividends - 14,971 - 14,971 - 1,447 - 16,418Comprehensive net income 96,219 96,219 2,234 98,453Change of accounting methodChange in scope - 18 - 18 - 1 624 - 1,642SHAREHOLDERS' EQUITYDec 31 st , 200916,358 16,336 - 11,445 375,580 396,829 2,937 399,766APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009PART03130

03. CONSOLIDATED FINANCIAL STATEMENTSNotesTO THE CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST 2009Note 3.1 - Accounting principles and methods........ 132Note 3.2 - Significant events over the period............ 145Note 3.3 - Basis for consolidation............................. 147Note 3.4 - Segment information................................ 155Note 3.5 - Notes to the net income statement.......... 162Note 3.6 - Notes to the financialposition statement...................................................... 169Note 3.7 - Notes to the cash-flow statement............ 186Note 3.8 - Transactions with related parties.............. 188Note 3.9 - Financialand insurance risk management................................ 190Note 3.10 - Share-based payments.......................... 200Note 3.11 - Investments............................................. 202Note 3.12 - Off-balance sheet commitments............ 203Note 3.13 - Net income and dividends...................... 204Note 3.14 - Statutory auditors fees........................... 205Note 3.15 - Post-balance sheet events..................... 206APRIL GROUP CONSOLIDATED FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009PART03131

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.1ACCOUNTING PRINCIPLESAND METHODS3.1.1 :: General accounting principles3.1.1.1 :: General frameworkPursuant to European regulation 1606/2002 of July 19 th ,2002, APRIL GROUP’s consolidated financial statementshave been drawn up in accordance with IFRS asadopted within the European Union. The IFRS frameworkincludes the International Financial Reporting Standards(IFRS), International Accounting Standards (IAS), andtheir interpretations by the Standing InterpretationsCommittee (SIC) and the International Financial ReportingInterpretations Committee (IFRIC).The accounting rules and valuation principles retainedfor drawing up the consolidated financial statements atDecember 31 st , 2009 are those contained in the IFRSstandards and interpretations published in the EuropeanUnion’s official gazette on December 31 st , 2009, theapplication of which is compulsory as of this date. Anystandards or interpretations adopted by the IASB or IFRICbut not yet made compulsory by the European Union atDecember 31 st , 2009 have not been applied.The financial statements have been drawn up based onthe principle of historical costs and amortized costs, withthe exception of certain financial assets, valued on a fairvalue basis.3.1.1.2 :: New IFRSAPRIL GROUP’s accounting principles and methods alsofactor in the amendments to IAS 39 and IFRS 7 relative tothe reclassification of certain financial assets, adopted byEuropean Community Commission Regulation 1004/2008on October 15 th , 2008, as well as IFRIC Interpretation 14,adopted by Regulation 1263/2008 on December 16 th ,2008 concerning the capping of assets and minimumfinancing requirements under defined benefit systems;IFRIC interpretation 16, adopted by EC regulation460/2009 of June 4 th , 2009 relative to hedges of a netinvestment in a foreign operation; the amendment toIAS 1 and IAS 32 adopted by EC regulation 53/2009 ofJanuary 21 st , 2009, as well as the revised version of IAS1 Presentation of Financial Statements adopted by ECregulation 1274/2008 of December 17 th , 2008.At December 31 st , 2008, ahead of schedule, APRILGROUP applied IFRS 8 Operating Segments, adopted byEuropean Community Commission Regulation 1358/2007of November 21 st , 2007. Since the conditions formanagement to track operating segments correspondedto the criteria applied previously, the adoption of thisstandard has not required any restated comparativeinformation to be produced.At December 31 st , 2008, ahead of schedule, APRILGROUP applied the amendment to IAS 23, validating therevised IAS 23 relative to borrowing costs, adopted byEuropean Community Commission Regulation 1260/2008of December 10 th , 2008.At December 31 st , 2008, ahead of schedule, APRILGROUP applied the amendment to IFRS 2 relative tothe treatment of ancillary conditions for the vesting ofrights, adopted by European Community CommissionRegulation 1261/2008 of December 16 th , 2008.At December 31 st , 2008, ahead of schedule, APRILGROUP applied IFRIC Interpretation 13 CustomerLoyalty Programs, adopted by European CommunityCommission Regulation 1262/2008 of December 16 th ,2008.At December 31 st , 2009, APRIL GROUP applied theamendments to IFRIC 9 Reassessment of EmbeddedDerivatives and IAS 39 Financial Instruments: Recognitionand Measurement adopted by EC regulation 1171/2009of November 30 th , 2009.ACCOUNTING PRINCIPLESAND METHODSPART03132

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.1.3 :: Early aplication for 2009At December 31 st , 2009, ahead of schedule, APRILGROUP applied IFRIC interpretation 12 ServiceConcession Arrangements adopted by EC regulation254/2009 of March 25 th , 2009.At December 31 st , 2009, ahead of schedule, APRILGROUP applied IFRIC interpretation 16 Hedges of aNet Investment in a Foreign Operation adopted by ECregulation 460/2009 of June 4 th , 2009.At December 31 st , 2009, ahead of schedule, APRILGROUP applied IFRIC interpretation 18 Transfers ofAssets from Customers adopted by EC regulation1164/2009 of November 27 th , 2009.3.1.2 :: Consolidation principlesand methodsThe financial statements of companies over which APRILGROUP directly or indirectly exercises exclusive controlare fully consolidated.The financial statements of companies over which APRILGROUP directly or indirectly exercises joint control with alimited number of other shareholders are proportionatelyconsolidated.Companies over which APRIL GROUP exercises asignificant influence are consolidated on an equity basis.At December 31 st , 2009, ahead of schedule, APRILGROUP applied IFRIC interpretation 15 Agreements forthe Construction of Real Estate adopted by EC regulation636/2009 of July 22 nd , 2009.At December 31 st , 2009, ahead of schedule, APRILGROUP applied the amendment to IAS 32, Classificationof Rights Issues adopted by EC regulation 1293/2009 ofDecember 23 rd , 2009.At December 31 st , 2009, ahead of schedule, APRILGROUP applied the amendment to IAS 39 EligibleHedged Items adopted by EC regulation 839/2009 ofSeptember 15 th , 2009.At December 31 st , 2009, APRIL GROUP opted againstthe early application of the revised IFRS 3 adopted by ECregulation 495/2009 of June 3 rd , 2009, and the amendedversion of IAS 27 adopted by EC regulation 494/2009of June 3 rd , 2009, with the potential impact of thesestandards on the accounts currently being analyzed.Certain equity interests meeting the abovementionedcriteria are not consolidated on account of their smallsize. The securities of such companies are recordedunder equity securities. The consolidation of all of thesecompanies would not have a significant impact on theconsolidated financial statements.The individual accounts incorporated into the consolidatedfinancial statements are drawn up as on the closing datefor the consolidated financial statements.Inter-company transactions, inter-company accounts onthe balance sheet and internal profits and distributions ofearnings have been eliminated.ACCOUNTING PRINCIPLESAND METHODS3.1.1.4 :: Change of accounting methodThe application of the standards and interpretations setout in Sections 1.1.2. and 1.1.3. has not had any materialeffect on the financial statements at December 31 st ,2009.PART03133

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.3 :: Conversion of the financialstatements and transactionsin other currencies3.1.5 :: Specific presentationprovisionsThe financial statements of foreign companies are drawnup in the local currency, which corresponds to theoperating currency for all Group companies.The assets and liabilities of Group companies expressedin foreign currencies are converted into euros at theexchange rate in force at year-end.Income statement items are converted based on theaverage exchange rate for the period.Exchange differences resulting from the conversionof foreign subsidiary financial statements are bookedto foreign currency adjustments in the comprehensiveincome statement.Transactions concerning monetary or non-monetaryelements carried out by Group companies in any currencyother than that in which they are presented are initiallybooked by applying the day’s exchange rate between thepresentation currency and the foreign currency on thetransaction date to the foreign currency amount.Conversion differences resulting from the paymentof monetary elements or the conversion of monetaryelements at different rates than those used when initiallyrecorded in the accounts are booked on the incomestatement.3.1.4 :: Use of estimatesDrawing up financial statements in accordance withthe conceptual IFRS framework may require the use ofestimates and assumptions in order to determine certainamounts included in these statements.The main estimates concern the valuation of goodwill, theperformance of asset impairment tests and provisions.The presentation of the consolidated financial statementsadopted by the Group represents a general presentationincorporating certain aggregates specific to the insurancebusiness in order to factor in the specific features of theAPRIL group.Indeed, APRIL is an insurance brokerage group that alsoincludes insurance companies.3.1.5.1 :: Presentation of the financial position statementThe balance sheet is presented in increasing orderof liquidity, incorporating the specific aggregates forinsurance companies:- Financial investments for insurance activities, which arevalued in accordance with IAS 32 and 39,- Trade receivables, which are broken down intoreceivables from insurance operations and reinsuranceaccepted and receivables from cession operations onreinsurance,- Operating liabilities, which are also broken down, withliabilities from insurance operations and reinsuranceaccepted and liabilities from cession operations onreinsurance,- Underwriting provisions, which are booked grossunder liabilities, with the reinsured portion under assets:transferee and retrocession share in underwritingprovisions and financial liabilities,- Financial liabilities are broken down in order todifferentiate between technical liabilities on investmentpolicies and financial debt.3.1.5.2 :: Presentation of the comprehensive incomestatementThe income statement is presented with a breakdownfor each type of entry, in line with CNC recommendation2009-R.03 dated July 2 nd , 2009 and factoring in thespecific aggregates for insurance companies:- Underwriting expenses for insurance policies (cf. note3.1.8);- The result for reinsurance “net income or expenses forreinsurance cessions” (cf. note 3.1.9).ACCOUNTING PRINCIPLESAND METHODSPART03134

03. CONSOLIDATED FINANCIAL STATEMENTSThe figure for financial income net of charges andexcluding cost of debt corresponds to revenues andearnings from the disposal of insurance companyinvestments and operating cash-flow from the brokerageactivities. It also includes the change in the fair valueof financial instruments recorded at their fair value intoearnings. Since it is directly linked to the APRIL group’sfinancial model and activities, both for the insurancebusiness and for brokerage activities, which generate acash surplus, they are incorporated into «income fromordinary activities”.In accordance with IAS 1 (revised), comprehensiveincome comprises net income, as well as the followingincome items which are recognized directly throughequity:- Translation gains/losses,- Fair value adjustment on available-for-sale assets,- Reclassification adjustments and any otherrestatements,- Tax relating to all the aforementioned restatements.3.1.6 :: RevenuesRevenues comprise:- Acquisition commissions in payment of businesscontributions,- Management commissions in payment of administrativefunctions,- Development commissions based on underwritingportfolio results,- Insurance premiums gross of reinsurance,- Acceptance premiums,- Services provided.The principles for recording and recognizing revenuesare as followsFor acquisition and management commissions: revenuescomprise the share in commissions relating to premiumsacquired over the period.For development commissions: they are recorded in theyear of acquisition insofar as they can be reliably valued.Otherwise, they are recorded upon collection.For insurance premiums: revenues comprise premiumsissued and to be issued, acquired as on the date forthe close of accounts, net of cancellations and gross ofreinsurance.Premiums linked to investment policies are not recognizedunder revenues. Only the revenues acquired (loading) onthese premiums are recognized under revenues.For services provided: revenues are taken into accountas of the service performance start date. Income is takeninto account as and when services are delivered.At year-end, the commissions corresponding to thenon-executed fraction of policies represent pre-bookedincome.3.1.7 :: Financial income net ofcharges and excluding cost of debtFinancial income net of charges groups together allfinancial income and expenses excluding the cost ofdebt:- Financial income from insurance companyinvestments,- Revenues from cash and cash equivalent investments,- Financial expenses linked to such investments (includingexternal management costs),- Changes in the fair value of investments againstearnings,- Adjustments for the fair valuation of financial liabilitieslinked to investment policies,- Capital gains and losses on disposals net of provisionsand write-backs for depreciation.The cost of debt primarily corresponds to financialexpenses incurred on funds borrowed.ACCOUNTING PRINCIPLESAND METHODSPART03135

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.8 :: Underwriting expenses oninsurance policiesUnderwriting expenses on insurance policies correspondto commissions paid to business-getters, claims paidout to policyholders, related costs and changes inunderwriting provisions gross of reinsurance.Costs per destination for insurance companies arebroken down by category on the comprehensive incomestatement in line with the format retained by the APRILgroup.3.1.9 :: Income or expenses net ofreinsurance cessionsIncome or expenses net of reinsurance cessionscorrespond to the net balance of:- Premiums ceded, representing expenses,- Claims ceded, representing income,- Reinsurance commissions, representing income,- Change in provisions ceded, representing income (netwrite-back) or expenses (net charge).3.1.10 :: Other operating income andexpensesOther operating income and expenses comprise incomeand expenses as defined by CNC recommendation2009-R03:- Capital gains and losses on the disposal of non-currenttangible and intangible assets,- Depreciation of non-current tangible and intangibleassets, except for depreciation relative to goodwill,- Restructuring expenses,- Provisions relative to a major dispute.3.1.11 :: GoodwillGoodwill represents the difference between the acquisitioncost, plus related costs, of the securities of consolidatedcompanies and the Group share in the fair value of assets,liabilities and contingent liabilities that may be identifiedas acquired on the date on which the equity interest isacquired.The analysis of first consolidation goodwill on acquisitionsis not definitive and may result in additional allocationswithin 12 months of the acquisition date.Goodwill is recorded as an intangible fixed asset. Inaccordance with IAS 36, it is subject to value tests assoon as any signs of an impairment in value come to lightand at least once a year, based on the discounted cashflow(DCF) method.For these tests, goodwill is broken down for each cashflowgenerating unit, which corresponds to consistentgroups relative to the generation of cash-flow. In lightof the organization in place within the Group, cash-flowgenerating units correspond either to subsidiaries or togroups of subsidiaries with common characteristics.The conditions for impairment tests on cash-flowgenerating units are detailed in Section 3.1.16.2.Negative goodwill is booked directly into earnings.In the event of an impairment in the going value, adepreciation charge is recorded in the consolidatedfinancial statements under “change in value of goodwill”.The depreciation recorded is non-reversible and maynot be written back if the going value for the goodwill inquestion climbs back above its book value again.ACCOUNTING PRINCIPLESAND METHODSPART03136

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.12 :: Other intangible fixed assetsOther intangible fixed assets include intangible fixedassets acquired separately such as software solutions orpolicyholder portfolios.Intangible fixed assets resulting from acquisitions arerecorded separately from goodwill when they can beidentified, controlled by the company and are likely togenerate future economic benefits.The development costs of software for use in-house,for the portion relative to internal and external costs,contributing directly to the creation of an improvement inperformance, are recorded as assets provided that theywill generate future economic benefits and that they areclearly identified.Other software development costs are immediatelybooked as expenses.Intangible fixed assets are broken down into twocategories, with assets with a definite lifespan and assetswith an indefinite lifespan:- Fixed assets with a definite lifespan are amortized overtheir useful life, as defined below; nevertheless, suchfixed assets are subject to impairment tests further to anyspecific events resulting in a risk of impairment in value(as presented in Note 3.1.16);- Fixed assets with an indefinite lifespan are not amortized,but are subject to an annual impairment test.Nevertheless, irrespective of their lifespan, fixed assetsare subject to an annual impairment test.The amortization of intangible fixed assets with adefinite lifespan is calculated based on the acquisitionor production cost in line with the linear method and theasset’s useful life. The latter is revised each year:- Policyholder portfolios are amortized in proportion totheir renewal rate, over a maximum period of 10 years,- Software products are amortized over a period rangingfrom one to three years, depending on their planneduseful life.3.1.13 :: Tangible fixed assets(excluding investmentproperties)In accordance with IAS 16, the gross value of tangiblefixed assets corresponds to their acquisition or creationcost.Tangible fixed assets are valued on a historical cost basisand are not subject to any revaluations.Fixed assets are primarily self-financed and there areno assets that require a lengthy period of preparation inorder to be able to be used or sold. As such, no borrowingcosts are incorporated into the cost of assets.Maintenance and repair costs are booked directly underexpenses for the year, with the exception of those makingit possible to raise performance levels for the asset inquestion or increase its useful life.Amortization charges are calculated in line with thelinear method based on the acquisition or productioncost, after deducting, as relevant, the residual value. Thedepreciation period is based on the estimated usefullife:- Buildings are amortized over up to 50 years,- General fixtures and fittings are amortized over up toeight years,- Office equipment is amortized over up to five years,- IT equipment is amortized over up to three years,- Office furniture is amortized over up to five years.3.1.14 :: Investment propertiesIn accordance with IAS 40, the Group has chosen tovalue investment properties based on the amortized costmethod, i.e. based on the historical cost less cumulativedeprecation charges.ACCOUNTING PRINCIPLESAND METHODSPART03137

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.15 :: Fixed assets under financeleasesIn accordance with IAS 17 “Leases”, fixed assets heldunder finance-leases are recorded under assets at thelower of their discounted value of future payments ortheir fair value. The corresponding debt is recorded as aliability under borrowings and financial debt.They are amortized in line with their estimated useful lifeas defined above.3.1.16 :: Impairment in value of assetsAssets with an indefinite useful life are not amortized, butare subject to an annual impairment test. Assets that areamortized are subject to an impairment test when, dueto specific circumstances of events, the collectability oftheir book values is called into question.3.1.16.1 :: Intangible fixed assets with a definite lifespanand tangible fixed assetsIf there are any such signs, the recoverable value offixed assets is estimated and an impairment in value isrecorded when the book value of an asset is higher thanits recoverable value.The recoverable value of an asset represents the higher ofthe asset’s net sales price or its going value, determinedby estimating the future financial flows to be generatedby the asset.3.1.16.2 :: Intangible fixed assets with an indefinitelifespan and goodwillFor this test, fixed assets are grouped together into cashflowgenerating units, which are defined as a consistentgroup of assets generating different cash inflows andoutflows from other sets of assets.In light of the organization in place within the Group, cashflowgenerating units correspond either to subsidiaries orto groups of subsidiaries with common characteristics.The going value of assets is determined by discountingnet future cash-flows (discounted cash-flow method).The financial flows based on activity forecasts for thenext four years are discounted in line with the followingassumptions:- A risk-free rate determined in relation to the rate forFrench government bonds,- A risk premium rate defined in relation to the riskpremium demanded by investors on the small andmidcap market,- A sensitivity coefficient for the risk rate of between 1and 4, determined according to the activity of eachsubsidiary; this therefore gives a specific discount ratevarying from 8.9% to 19.5% based on the rates definedabove;- A conservative infinite growth rate between 0% and2%, determined according to activity forecasts for thesubsidiary.In addition, sensitivity tests are also carried out on thediscount rate and the infinite growth rate.An impairment in value is recorded when the net bookvalue of intangible fixed assets and goodwill is higherthan their going value, as determined in this way. In thiscase, the impairment is deducted against the book valueof such assets assigned to the cash generating unit in thefollowing order: in priority, goodwill then intangible assets,then other non-current assets, then current assets.The depreciation recorded for goodwill is non-reversibleand may not be written back if the going value for thegoodwill in question climbs back above its book value.ACCOUNTING PRINCIPLESAND METHODSPART03138

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.17 :: Financial investmentsFinancial investments primarily comprise the investmentsof insurance companies included in the basis forconsolidation.Notably:- Shares, bonds, equity UCITS or bond UCITS includedunder the category of “assets available for sale”. Thesefinancial investments are valued on a fair value basis,with any unrealized gains or losses booked againstshareholders’ equity until their disposal. When soldoff, any value adjustments are recorded on the incomestatement,- Cash-based UCITS included under the category for“securities held for transaction purposes”. These assetsare valued on a fair value basis, with any unrealizedor realized gains or losses booked on the incomestatement.Stakes in cash-based UCITS recorded under investmentsfor insurance activities may not exceed 20%, inaccordance with the management constraints put inplace by the Group.No financial assets are included in the category forinvestments held through to maturity (HTM).The fair value corresponds to the market value of financialinstruments at year-end.The vast majority of financial instruments in the portfolioare listed on an official, regulated or assimilated market.In such case, the fair value corresponds to the lastknown stock price at year-end or the last net asset valuepublished for UCITS.In certain rare specific cases or if instruments are notlisted, the fair value may correspond to a valuation by theissuer or contributors.Recording in the accounts:The Group records financial assets in its accounts assoon as it becomes a party to the contract in question.The recording date corresponds to the date on whichtransactions are undertaken. The acquisition costs forfinancial investments are directly recorded as expensesover the year since they do not represent a significantvalue, either individually or combined.Depreciation :Financial assets other than those recorded at fair valuethrough profit and loss are subject to an impairment testat each close of accounts.Assets held for sale are depreciated in the event of anyobjective signs of a significant and lasting impairment invalue.An impairment is recorded for securities with capital lossesfor over six months or with capital losses representingover 20% at the close of accounts for shares and UCITSthat are not consolidated, booked as “assets held forsale”. The rate may be increased from 20% to 30% inthe event of significant market volatility. In 2009, a rate of20% was retained.For debt instruments that are recorded as “assets heldfor sale”, APRIL GROUP analyzes the following criteriain order to identify any objective signs of impairment invalue:- Issuers’ financial difficulties or probability ofbankruptcy;- Payment defaults on interest or the principal.The amount of this depreciation charge is equal to thedifference between the book value and the estimatedrecoverable value. When this concerns unlisted securities,in the absence of any market value, the amount of thedepreciation charge is determined in relation to thesecurity’s value in use. This value in use is determinedbased on financial criteria that are adapted to the situationof the security concerned.Depreciation charges are recorded on the incomestatement.- For debt instruments: if the instrument’s fair valueincreases subsequently as a result of events occurringafter the impairment, the write-back is booked againstearnings,- For equity instruments: any impairments in valuerecorded on such instruments are only written backagainst earnings when the instrument in question isremoved.ACCOUNTING PRINCIPLESAND METHODSPART03139

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.18 :: Financial futures andhedging operationsNo financial futures or hedging operations are used.3.1.19 :: Receivables from insuranceoperations or reinsuranceacceptedReceivables from insurance operations comprisepremiums acquired but not issued as well as premiumsissued but not collected, after deducting any premiumcancellations.The amount of premiums acquired but not issued iscalculated at each close of accounts in order to associatethe premiums acquired over the period in question.under separate asset and liability headings. The liabilityaccounts (excluding equity) of subsidiaries intended tobe sold off are recorded separately under liabilities on theconsolidated balance sheet, without any offsetting withassets.In the case of a discontinued activity representing abusiness line, a principal and separate geographicalregion or a subsidiary acquired exclusively with a viewto being sold on again, the contribution after tax isrecognized on a specific line on the income statement. Forcomparison, the same principles are applied concerningthe presentation of the income statement for previousyears under "impact of changes in scope on earnings".This separate item also includes the capital gains orlosses after tax recorded when the activity is disposed ofon the date of loss of control over it.3.1.22 :: Cash and cash equivalents3.1.20 :: Receivables from cessionoperations on reinsuranceReceivables from cession operations on reinsurancerepresent the sums to be collected from reinsurers:claims pending compensation and commissions to bereceived.3.1.21 :: Assets and liabilities held forsale, including those relatingto discontinued operationsThis category comprises assets, particularly fromoperations intended, with sufficient assurance, to besold off or discontinued within the next 12 months.Subsidiaries intended to be sold off continue to beincluded in the basis for consolidation until the day whenthe Group loses effective control over them. The assetsand activities (assets and liabilities) concerned are valuedat the lower of their net book value or their fair value lessdisposal costs. They are presented on the balance sheetCash and cash equivalents comprise liquid assets and unitsin cash-based UCITS other than those held by insurancecompanies recorded under financial investments (cf. Note1.17).They represent very short-term, liquid investments thatmay be converted at any time into a known cash amountand subject to a low risk of changes in value.Cash investments are valued on a fair value basis, withany unrealized or realized gains or losses booked on theincome statement under “financial income net of chargesand excluding cost of debt”.The fair value is determined in relation to the market priceas on the closing date for the period.ACCOUNTING PRINCIPLESAND METHODSPART03140

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.23 :: Trade receivablesTrade receivables group together premium requestspending payment issued by APRIL GROUP brokeragecompanies as well as receivables relating to servicesprovided.Premiums requested are only recorded in the accountsas on the date that the cover effectively takes effect, andnot on the date on which premium requests are sent outwhen this is earlier.A provision for depreciation may be recorded for tradereceivables relative to the share of commissions on thepremiums for clients whose policies have been cancelledfor non-payment of premiums.This share is calculated based on the historical resultsfor disputed collection operations on such cancelledpolicyholders.3.1.25 :: Liability adequacy tests forGroup insurance companiesAt the time of each close of accounts, liability adequacytests are carried out for each consolidated company inorder to ensure the adequacy of insurance liabilities. Toconduct these tests, the companies consolidate policiesbased on common criteria, factoring in how they havebeen acquired, how they are managed and how theirprofitability is measured.Any inadequate provisions are recorded against earnings.In the specific case of non-life insurance policies, aprovision for current contingencies is booked for policieswhose premiums are estimated to fall short of the levelrequired to cover future management costs and claims.3.1.26 :: Provisions for contingenciesand losses3.1.24 :: Underwriting provisions forinsurance policiesUnderwriting provisions linked to insurance companiesare recorded gross of reinsurance operations asliabilities on the statement of financial position, with thereinsurance section booked as an asset under “transfereeand retrocession share in underwriting provisions”.Such underwriting provisions are determined basedon statistical and actuarial data in accordance with theFrench Insurance Code (Code des Assurances), notablythe laws governing disability and invalidity appended tothis code.In accordance with IAS 37 “Provisions, contingentliabilities and contingent assets”, a provision is recordedwhen the Group has a legal or implied obligationresulting from past events that will generate an outflowof resources without at least an equivalent counterparty,provided that future cash outflows may be estimated ona reliable basis.This item comprises commitments with uncertainmaturities or amounts stemming from commercial andtribunal disputes or other risks.In general, each known dispute in which the company isinvolved has been reviewed by management as on thedate for the close of accounts, further to advice fromexternal advisors as relevant, with the provisions deemednecessary recorded in order to cover the estimatedrisks.ACCOUNTING PRINCIPLESAND METHODSPART03141

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.27 :: Staff benefitsShort-term benefits due within 12 months of the endof the financial year are recorded for the period duringwhich the services were provided by members of staffand for the amount that the company expects to pay.Provisions are recorded for these amounts on a nondiscountedbasis.The Group’s commitments, resulting from the definedbenefit systems, are determined in accordance withthe projected credit unit method as per IAS 19. Thesecommitments primarily concern retirement benefits.Non-financed commitments relating to retirement benefitsare valued based on the likely fair value of the rightsacquired, taking into consideration the legal provisionsand national wage bargaining agreements in force, basedon actuarial hypotheses primarily factoring in wage risesthrough to retirement age, staff turnover and mortalitytables. The commitments calculated in this way arebooked as provisions for contingencies and losses.Actuarial differences primarily reflect changes in theassumptions used. Such differences are recordedimmediately on the income statement.The cost of past services is recorded directly againstearnings as soon as entitlements to benefits areacquired.Financed commitments relating to retirement benefits arebased on a group life insurance policy. Since the grouppolicy concerns an affiliated party, it has been consideredas not eligible under IAS 19 and as such does not resultin any compensation between actuarial liabilities andhedging assets.3.1.28 :: Financial liabilitiesFinancial liabilities correspond to the following elements:- Either a contractual obligation to provide anothercompany with cash or another financial asset,- Or a contract that will or may result in treasury stockbeing awarded,- Or investment contracts.The Group records financial liabilities when it becomesa party to the contract in question, i.e. on the date onwhich operations are committed to.The Group’s financial liabilities are recorded on anamortized cost basis, with the exception of commitmentsto buy out minority interests (cf. Note 1.29) and investmentcontracts, since the impact of using the amortized costmethod is not significant.Investment contracts are marked to market. Their fairvaluation is booked directly against earnings.3.1.29 :: Commitments to buy outminority interestsWhen taking control of companies included in the basisfor consolidation at December 31 st , 2009, APRIL GROUPor its consolidated subsidiaries have in certain casesmade commitments to purchase interests in the capitalheld by such companies’ minority shareholders.In accordance with IAS 32, purchase commitmentsgiven relative to fully consolidated subsidiaries arerecorded under «financial liabilities». The counterpartyof such financial liabilities is not specified under IFRS.This point has been referred to the IFRIC. Pending theIFRIC’s response, APRIL GROUP has opted to recordthe difference between the fair value of financial liabilitiesand the amount of minority interests cancelled inshareholders’ equity under goodwill.The formulae for valuing clauses to buy out stakes heldby minority shareholders in consolidated subsidiariesare based on these companies’ economic performancesas on the date on which the option is exercised. Suchformulae are generally based on profitability anddevelopment criteria.These options may generally be exercised after severalyears and within a timeframe set upon acquisition.Since it may not be possible to determine the fair valueof such financial liabilities in the absence of sufficientlyreliable forecasts or active markets, the following methodis applied:ACCOUNTING PRINCIPLESAND METHODSPART03142

03. CONSOLIDATED FINANCIAL STATEMENTS- A three-year period following the close of accountsor the interim situation is determined in order to havequantified forecasts that may be considered sufficientlyreliable,- Commitments taking effect during this period are valuedand recorded by APRIL GROUP,- Commitments taking effect after this period may not bevalued on a reliable basis and are not recorded. Suchcommitments are presented in Note 3.12 “Off-balancesheet commitments”.As such, the commitments to enter into effect in 2010,2011 and 2012 are recorded as at December 31 st , 2009.Changes in the fair value of buyout commitments arerecorded at close of accounts for the following periodsagainst goodwill.The treatment retained may be modified in light ofchanges in IFRS and their interpretations.3.1.30 :: TaxIn accordance with IAS 12 “Income taxes”, deferred taxesare recorded as soon as any timing differences appearbetween the book and tax values of assets and liabilities,as well as on recoverable tax losses.In line with the variable deferral method, the impacts ofany changes in the tax rate on deferred tax recordedpreviously are booked on the income statement duringthe year in which such rate changes take effect.Deferred taxes are determined based on the tax ratesthat have been adopted or virtually adopted at the closeof accounts and which are expected to be applied whenthe deferred tax asset concerned will be realized or thedeferred tax liability paid.Deferred tax assets are recognized only if they are likelyto be recovered.3.1.31 :: Share-based paymentsThe Group’s employees and managers may be grantedwarrants, stock options or free allocation of shares.Only plans granted as of November 7 th , 2002 and underwhich rights were not acquired as at January 1 st , 2005 areconcerned by the application of IFRS 2. Any prior plansare not valued and are not recorded in the accounts.Under IFRS 2, an expense must be recordedcorresponding to the cost of services received by thecompany in return for the options granted. The amountof this expense is determined in relation to the value ofthe option on the date it was granted (this expense is notre-evaluated during the option’s life). The allocation datecorresponds to the date on which options are granted.For each plan, the value of the option has been determinedbased on the Merton model, the benchmark method formarket intermediaries in terms of valuing options.The calculation factors in the following parameters:- The exercise price,- The lock-in period,- The current price of the underlying share,- The expected volatility,- The expected dividends,- The risk-free interest rate over the lock-in period.The value of the option is recorded on a linear basisbetween the date on which the option was granted and itsmaturity date, i.e. over the period during which rights areacquired, factoring in the likelihood of the beneficiary’spresence on the right acquisition date.Certain options are subject to growth and/or earningstargets. The valuation of these options factors in aprobability of these targets being achieved.Free share allocations factor in the conditions associatedwith them being awarded and are recorded on a straightlinebasis between the initial awarding date and thedefinitive vesting date, i.e. following a five-year period,while incorporating the probability of beneficiaries beingpresent on the vesting date for rights.The benefits calculated in this way, both for options andfree allocation of shares, are recorded under personnelcosts on the income statement, booked againstshareholders’ equity under liabilities in the consolidatedfinancial statements.There are no other means of share-based paymentswithin the Group.ACCOUNTING PRINCIPLESAND METHODSPART03143

03. CONSOLIDATED FINANCIAL STATEMENTS3.1.32 :: Treasury stockTreasury stock held by the Group are recorded at theiracquisition cost against shareholders’ equity.Capital gains or losses on disposals of treasury stock arebooked directly against shareholders’ equity such thatthe contingent gains or losses do not affect earnings forthe period.3.1.33 :: Post-balance sheet eventsThe value of assets and liabilities on the date of thefinancial position statement is adjusted when any eventsoccurring after the close of accounts significantly alterthe amounts recorded as on the closing date. Suchadjustments may be made up until the date on whichthe financial statements are approved by the Directors’Board.Any other events that do not have any impact on theaccounts are presented in the notes.ACCOUNTING PRINCIPLESAND METHODSPART03144

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.2SIGNIFICANT EVENTSOVER THE PERIOD3.2.1 :: Acquisitions of companiesSANO CONCEPTIn January 2009, APRIL GROUP acquired a 55% stake inSANO CONCEPT. SANO CONCEPT is a broker specializedin personal health insurance, based in Lausanne –Switzerland.Genç SigortaIn April 2009, APRIL GROUP acquired a 60% stake inGenç Sigorta, wholesale broker based in Istanbul –Turkey.JUDICIALIn June 2009, APRIL GROUP acquired an 88% stakein JUDICIAL, through its subsidiary Solucia, the Frenchbroker specialized in legal protection for professionals.ActovaIn July 2009, SANO CONCEPT Holding acquired a 51%stake in Actova, an insurance brokerage and consultingfirm, based in Yverdon les Bains (Switzerland).H&S ASSURANCESIn August 2009, SANO CONCEPT Holding acquired a51% stake in H&S Assurances, a Swiss broker operatingin risk analysis and advisory services.FLEXITRANSOn December 17 th , 2009, APRIL GROUP CORPORATEacquired a 70% stake in FLEXITRANS, a French wholesalebroker specialized in insurance for haulage and logisticsoperators.3.2.2 :: Acquisition of additionalinterestsASSURDOMAPRIL GROUP DOMMAGES PARTICULIERS acquireda 17.92% stake in ASSURDOM on January 16 th , 2009,taking its interest in this company's capital up to71.55%.APRIL IberiaAPRIL INTERNATIONAL acquired a 30% stake in APRILIberia on February 4 th , 2009, taking its interest in thiscompany's capital up to 100%.APRIL SantéAPRIL GROUP PREVOYANCE SANTE acquired a 2.63%stake in APRIL Santé on February 24 th , 2009, taking itsinterest in this company's capital up to 100%.APRIL WAFAPRIL GROUP acquired a 20% stake in APRIL WAF onMarch 16 th , 2009, taking its interest in this company'scapital up to 100%.APRIL North AmericaAPRIL GROUP acquired a 30.1% stake in APRIL NorthAmerica on March 18 th , 2009, taking its interest in thiscompany's capital up to 100%.APRIL MarineAPRIL GROUP DOMMAGES PARTICULIERS acquired a12.5% stake in APRIL Marine on March 31 st , 2009, takingits interest in this company's capital up to 87.5%.SolidarisAPRIL GROUP PREVOYANCE SANTE acquired a 20%stake in Solidaris on September 30 th , 2009, taking itsinterest in this company's capital up to 100%.SIGNIFICANT EVENTSOVER THE PERIODPART03145

03. CONSOLIDATED FINANCIAL STATEMENTSCacepAPRIL GROUP CORPORATE acquired a 25% stake inCacep on October 28 th , 2009, taking its interest in thiscompany's capital up to 100%.Haussmann ConseilsAPRIL GROUP CORPORATE acquired a 20% stake inHaussmann Conseils on December 18 th , 2009, taking itsinterest in this company's capital up to 100%.Investments for 2009 totalled 24.6 million euros.3.2.3 :: Activity disposalsHabitanceOn February 24 th , 2009, APRIL GROUP sold off its entireinterest in Habitance to the Guy Hoquet group. Thecompany was deconsolidated on January 1 st , 2009.3.2.3 :: ReorganizationCreation of APRIL Asset ManagementThe economic interest group GIE APRIL AssetManagement is responsible for the financial managementof investments by the Group's insurance companies.Merger of APRIL Reunion and APRIL AssurancesAPRIL Réunion was merged with APRIL Assurances,effective January 1 st , 2009.Merger of Axeria Courtage and Axeria IARDAxeria Courtage was merged with Axeria Iard, effectiveFebruary 28 th , 2009.Merger of Ceida and Assinco PartenaireCeida was merged with Assinco Partenaire, effectiveJune 30 th , 2009.LetisOn April 8 th , 2009, APRIL GROUP sold off its entireinterest in London & European Title Insurance Servicesto Christopher Taylor, its CEO since 2006. The incomeresulting from the sale and the earnings for the first quarterare booked into Income from discontinued operations.SFGOn May 26 th , 2009, APRIL GROUP DOMMAGESPARTICULIERS sold off its entire interest in SFG tothe British group Homeserve. The company wasdeconsolidated on April 30 th , 2009.Merger of Coris Protection Juridique and CICPCoris Protection Juridique was merged with CICP,effective November 17 th , 2009.Merger of Solidaris and APRIL AssurancesSolidaris was merged with APRIL Assurances, effectiveNovember 23 rd , 2009.Savings branchThe Savings branch is currently being sold off. Inaccordance with IFRS 5, all of the assets of the branch'scompanies have been reclassified as assets held forsale, while the liabilities (excluding equity) have beenreclassified as liabilities held for sale, and the incomestatement is presented on only one line under incomefrom discontinued operations.SIGNIFICANT EVENTSOVER THE PERIODPART03146

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.3BASIS FOR CONSOLIDATION3.3.1 :: Change in scopeThe changes in scope between December 31 st , 2008 andDecember 31 st , 2009 were as follows:- Full consolidation of Assistance CORIS Serbie, CorisBelgium, CORIS d.o.o. Croatie, CORIS Guard Bielorussie,CORIS Hungary, CORIS Kiev, CORIS Moscou, CORISTurquie, CORIS Vilnius, and CORIS Zastupanje as ofJanuary 1 st , 2009;- Full consolidation of SANO CONCEPT Holding and itsaffiliates as of February 1 st , 2009;- Full consolidation of Medbroker as of January 1 st ,2009;- Full consolidation of GIE APRIL Asset Management asof March 1 st , 2009;- Full consolidation of Genç Sigorta as of April 1 st , 2009;- Full consolidation of JUDICIAL as of July 1 st , 2009;- Deconsolidation of L&E Letis and classification asdiscontinued operations as of January 1 st , 2009;- Deconsolidation of Habitance as of January 1 st , 2009;- Deconsolidation of SFG and its subsidiary CSF as ofApril 30 th , 2009.Identification of consolidated companiesCOMPANYREGISTEREDOFFICEIDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008APRIL GROUP (holding) Lyon (France) 377 994 553 Parent Parent Parent ParentACTOVA Switzerland 28.05 FC N/A NCAHM New York 100 % FC 100 % FCALLO ASSURANCES Valence (France) 383 048 543 100 % FC 100 % FCALP PRÉVOYANCE Lyon (France) 338 399 439 66 % FC 66 % FCAMC Pointe-à-Pitre 438 072 746 90 % FC 90 % FCAMT Tours (France) 397 855 867 75 % FC 75 % FCBASIS FOR CONSOLIDATIONPART03147APRIL ASSET MANAGEMENT (GIE) Lyon (France) 510 757 743 100 % FC N/A NCAPRIL ASSURANCES Lyon (France) 428 702 419 100 % FC 100 % FCAPRIL ASSURANCESENTREPRISESLyon (France) 493 481 816 100 % FC 100 % FC

03. CONSOLIDATED FINANCIAL STATEMENTSCOMPANYREGISTEREDOFFICEIDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008APRIL CEE DEVELOPMENT Budapest 80 % FC 80 % FCAPRIL CONSEILS Lyon (France) 437 915 812 100 % FC 100 % FCAPRIL COURTAGE (GIE) Lyon (France) 499 104 909 100 % FC 100 % FCAPRIL COVER Lyon (France) 493 473 979 70 % FC 70 % FCAPRIL DEVELOPPEMENT IARD (GIE) Lyon (France) 503 518 839 100 % FC 100 % FCAPRIL FINANCIAL SERVICES AG Munich 84 % FC 84 % FCAPRIL GAMMA Lyon (France) 501 273 536 100 % FC 100 % FCAPRIL GERMANY Munich 100 % FC 100 % FCAPRIL GROUP CORPORATE Paris (France) 343 817 219 100 % FC 100 % FCAPRIL GROUP DOMMAGESPARTICULIERSAPRIL GROUP PRÉVOYANCESANTÉLyon (France) 428 699 417 100 % FC 100 % FCLyon (France) 428 979 629 100 % FC 100 % FCAPRIL GROUP VIE ÉPARGNE Lyon (France) 490 175 205 100 % FC 100 % FCAPRIL IBERIA Madrid 100 % FC 70 % FCAPRIL IMMOBILIER Lyon (France) 442 444 782 100 % FC 100 % FCAPRIL INSURETY (Ireland) LTD Eire 70 % FC 70 % FCAPRIL INSURETY CORPORATESERVICESBristol 70 % FC 70 % FCAPRIL INSURETY PLC Bristol 70 % FC 70 % FCAPRIL INTERNATIONAL Lyon (France) 423 412 808 100 % FC 100 % FCAPRIL ITALIA Milan CF 1286540153 100 % FC 100 % FCAPRIL MARINELa Roche-sur-Yon (France)390 440 725 87.5 % FC 75 % FCBASIS FOR CONSOLIDATIONAPRIL MARKETING SOLUTIONS Lyon (France) 493 481 782 100 % FC 100 % FCAPRIL MEDITERRANEAN LTD Malta C 43042 100 % FC 100 % FCPART03APRIL MOBILITÉ Paris (France) 309 707 727 100 % FC 100 % FCAPRIL NORTH AMERICA Montreal 100 % FC 69.9 % FCAPRIL OGB Warsaw 70 % FC 70 % FC148APRIL OMEGA Lyon (France) 501 273 734 100 % FC 100 % FCAPRIL PARTENAIRE PRO Lyon (France) 493 113 716 100 % FC 100 % FCAPRIL PATRIMOINE Lyon (France) 433 912 516 100 % FC 100 % FCAPRIL PORTUGAL Lisbon 508 540 887 100 % FC 100 % FC

03. CONSOLIDATED FINANCIAL STATEMENTSCOMPANYREGISTEREDOFFICEIDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008APRIL PREMIUM Lyon (France) 424 006 195 100 % FC 100 % FCAPRIL SANTÉ Lyon (France) 388 138 398 100 % FC 97.37 % FCAPRIL SERVICES (GIE) Limonest 498 451 491 100 % FC 100 % FCAPRIL SIGMA Lyon (France) 501 273 825 100 % FC 100 % FCAPRIL SOLUTIONS Lyon (France) 493 481 881 100 % FC 100 % FCAPRIL SOLUTIONS ENTREPRISES Lyon (France) 493 113 708 100 % FC 100 % FCAPRIL TECHNOLOGIES (GIE) Lyon (France) 419 399 480 99.99 % FC 99.99 % FCAPRIL VIE CONSEIL Lyon (France) 501 273 502 100 % FC 100 % FCAPRIL WAF Lyon (France) 501 273 403 100 % FC 80 % FCAPRIL YACHT BROKER DIASSICURAZIONISan Remo 70 % FC 70 % FCARISAS CONSEIL ET AUDITASPA (GIE)ASSINCOASSINCO CARAIBESLevallois-Perret(France)Saint-Etienne(France)Saint-Denis(France)Saint-Denis(France)Baie Mahault(Réunion - France)378 004 493 50 % FC 50 % FC483 528 691 49 % FC 49 % FC351 484 118 80 % FC 80 % FC722 069 226 80 % FC 80 % FC337 603 286 79.91 % FC 79.91 % FCASSINCO CARAIBES MARTINIQUE Fort de France 432 487 338 80 % FC 79.99 % FCASSINCO O.I.ASSINCO O.I. (GIE)ASSINCO PARTENAIRESaint-Denis(Réunion - France)Saint-Denis(Réunion - France)Strasbourg(France)452 500 978 80 % FC 80 % FC80 % FC 80 % FC648 501 864 80 % FC 80 % FCASSISTANCE CORIS SERBIE Serbia 32.34 % FC N/A NCASSISTANCE CORIS SLOVÉNIE Slovenia 32.34 % FC 32.34 % FCASSISTANCE CORIS VARSOVIE Warsaw 66 % FC 66 % FCASSURDOMLe Port(Réunion - France)384 944 740 71.55 % FC 53.53 % FCASSURTIS Paris (France) 483 108 775 55 % FC 55 % IPBASIS FOR CONSOLIDATIONPART03149AXERIA IARD Lyon (France) 352 893 200 100 % FC 100 % FCAXERIA INSURANCE COMPANY London 100 % FC 100 % FCAXERIA LIFE INTERNATIONAL Malta 100 % FC 100 % FCAXERIA PRÉVOYANCE Lyon 350 261 129 100 % FC 100 % FCAXERIA RE Malta C 43228 100 % FC 100 % FC

03. CONSOLIDATED FINANCIAL STATEMENTSCOMPANYREGISTEREDOFFICEIDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008AXERIA VIE Lyon (France) 487 739 963 100 % FC 100 % FCCACEP Bergheim 479 051 088 100 % FC 75 % FCCAEG Paris (France) 60 % FC 60 % FCCANADA WORLDWIDE Montreal 86 % FC 60.11 % FCCARISCOCGCASaint-Denis(France)Rochefort-sur-Mer (France)382 994 572 80 % FC 80 % FC378 849 798 100 % FC 100 % FCCHATEAUDUN (GIE) Paris (France) 479 390 841 100 % FC 100 % FCCIARE SA Lyon (France) 950 398 131 100 % FC 100 % FCCICP Paris (France) 66 % FC 66 % FCCORIS ASSISTANCE Paris (France) 66 % FC 66 % FCCORIS BELGIUM Belgium 66 % FC N/A NCCORIS BULGARIA Bulgaria 33.66 % FC 33.66 % FCCORIS d.o.o. CROATIE Croatia 43.45 % FC N/A NCCORIS GUARD BIÉLORUSSIE Belarus 46.20 % FC N/A NCCORIS HUNGARY Hungary 62.70 % FC N/A NCCORIS INTERNATIONAL Paris (France) 66 % FC 66 % FCCORIS KIEV Kiev 65.88 % FC N/A NCCORIS MOSCOU Moscow 66 % FC N/A NCCORIS ROUMANIE Romania 65.99 % FC 65.34 % FCCORIS SUISSE S.A Switzerland 54.12 % FC 54.12 % FCCORIS TLRe Eire 66 % FC 66 % FCCORIS TURQUIE Turkey 66 % FC N/A NCBASIS FOR CONSOLIDATIONCORIS VILNIUS Vilnius 66 % FC N/A NCCORIS ZASTUPANJE Croatia 43.45 % FC N/A NCPART03DIERREVI Milan 80 % FC 80 % FCESCAPADESainte Croix(Canada)60 % FC 41.94 % FCEUROPASSUR Levallois-Perret 333 800 811 100 % FC 100 % FC150GENÇ Istanbul 60 % FC N/A NCGI2A Fougères (France) 349 844 746 100 % FC 100 % FCH&S ASSURANCES Switzerland 28.05 % FC N/A NCHAUSSMANN CONSEILSAix en Provence(France)383 416 872 100 % FC 80 % FC

03. CONSOLIDATED FINANCIAL STATEMENTSCOMPANYREGISTEREDOFFICEIDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008ISR COURTAGE Paris (France) 492 823 851 100 % FC 100 % FCJUDICIAL Melun (France) 392 419 214 88 % FC N/A NCLE FRANCE Paris (France) 422 630 707 100 % FC 100 % FCLE SPAIN Madrid 100 % FC 100 % FCLE TITLE GROUP LTD London 100 % FC 100 % FCLIBR’HANDI Lyon (France) 100 % FC 100 % FCMAISON COMMUNE (GIE) Lyon (France) 484 630 579 100 % FC 100 % FCMANCINI ASSURANCESSaint Denis(Réunion - France)310 863 501 80 % FC 80 % FCMEDBROKER Poland 49 % FC N/A NCMEDIBROKER Newcastle 100 % FC 100 % FCMICRORESO (GIE)Rochefort surMer (France)403 656 846 100 % FC 100 % FCMORAL CARAIBES Pointe-à-Pitre 390 397 172 90 % FC 90 % FCMULTI SERVICES (GIE)Levallois-Perret(France)424 050 433 100 % FC 100 % FCMUTANT ASSURANCES(et ses filiales)Lyon (France) 350 379 251 100 % FC 100 % FCMUTASSURSaint-Denis(Réunion - France)492 760 574 71.55 % FC 53.63 % FCPCLS Warsaw 70 % FC 70 % FCRÉUNION ASSURANCES SUDSaint-Denis(Réunion)419 592 290 80 % FC 80 % FCSANO CONCEPT Lausanne 55 % FC N/A NCSANO CONCEPT HOLDING Lausanne 55 % FC N/A NCSANO CONCEPT INTERNATIONALVevey(Switzerland)27.5 % FC N/A NCSANO FRANCE Lyon (France) 501 273 700 55 % FC 100 % FCSASCO Annecy (France) 377 974 555 100 % FC 100 % FCSCORE CALL Tunisia 54.45 % FC N/A NCSCORE LIFE Lausanne 55 % FC N/A NCBASIS FOR CONSOLIDATIONPART03151SCORE LIFE DD CHABLAISVevey(Switzerland)27.5 % FC N/A NCSCORE MITTELAND Lausanne 55 % FC N/A NCSCOREFIVE Lausanne 28.05 % FC N/A NCSEPCOFI Lyon (France) 329 845 325 100 % FC 100 % FCSI SCORE IMMO Lausanne 55 % FC N/A NC

03. CONSOLIDATED FINANCIAL STATEMENTSCOMPANYSOGAGIASOGAGIA CARAIBESREGISTEREDOFFICESaint-Denis(France)Baie Mahault(Réunion - France)IDENTIFICATIONNUMBER%CONTROL2009CONSOLI-DATIONMETHOD 2009%CONTROL2008CONSOLI-DATIONMETHOD 2008391 491 248 80 % FC 80 % FC480 118 629 79.91 % FC 79.91 % FCSOLUCIA PJ Lyon (France) 481 997 708 100 % FC 100 % FCSUISSE CALL Tunisia 54.45 % FC N/A NCTMS CONTACT Paris (France) 384 706 941 99.86 % FC 99.86 % FCUNIVERSITÉ APRIL Lyon (France) Association 100 % FC 100 % FCVISION BERATUNGSVISION CONSEILSierre(Switzerland)Sierre(Switzerland)27.5 % FC N/A NC27.5 % FC N/A NCFC: Fully consolidated / PC: Proportionately consolidated / EC: Equity consolidated / N/A: Not applicable / NC: Not consolidated3.3.2 :: Non-consolidated subsidiariesIn accordance with the accounting methods andprinciples applied, the following equity interests havenot been consolidated on account of their small size.Their consolidation would not have any impact on theconsolidated financial statements.COMPANY(date of financial statements)REGISTERED OFFICECapitalShareholder'sequity Loansand advances% GroupshareDividendsGross valueof securitiesNet valueof securitiesEQUITY INTEREST - 10% to 50% €’000Revenuesoperatingincome°net incomePROVENCALE DE PATRIMOINE (1) € 49,000 20 % 10 € 129,000Le Pujol III - 13390 AURIOL € 4,000 0 € -34,000€ -45,000CLARIX Secura AG (31 / 12 / 08) CHF 100,000 95 % 81 CHF 525,000Laurenzenvorstadt 11 - 5000 AARAU -SwitzerlandCHF 153,000 81CHF 20,000CHF 12,000BASIS FOR CONSOLIDATIONPART03152APRIL RISK Solutions BGN 200,000 50.4 % 64 NASOFIA - Bulgaria BGN 200,000 64TOTAL GROSS / NET 155 / 145(1)Latest available data

03. CONSOLIDATED FINANCIAL STATEMENTSFurthermore, FLEXITRANS, the company acquired onDecember 17 th , 2009, is not consolidated at December31 st , 2009 and will be consolidated as of January 1 st ,2010. The impact on the accounts for 2009 would nothave been significant.The majority of Group company cash is invested in theAPRIL TRESORERIE mutual fund (ISIN: FR0010046789).Only APRIL GROUP companies hold units in APRILTRESORERIE.This fund does not contain any debt and is investedexclusively in non-dedicated UCITS, without everholding a significant percentage or influencing theirmanagement.As such, APRIL TRESORERIE is consolidated on a fairvalue basis in the consolidated financial statements.3.3.3 :: Impact of changes in scopeon earningsThe following income statement has been drawn upin order to measure the impact of acquisitions madeon a full fiscal year. It does not represent a pro formaincome statement drawn up in order to comply with thedisclosure thresholds as defined by Article 222-2 of theAMF’s general regulations.The accounting principles and methods retained fordrawing up the consolidated data herein are compliantwith the principles and methods retained for drawing upthe consolidated financial statements at December 31 st ,2009.The restated income statement factors in the acquisitionof the following companies and their inclusion in the basisfor consolidation: SANO CONCEPT and its affiliates,Genç Sigorta and JUDICIAL.The statement of financial position and cash-flowstatement factoring in changes in scope as at December31 st , 2008 are not presented due to the absence of anysignificant impact of new companies included in theGroup’s scope on these statements.In order to measure the impact of the disposal of Letis inthe consolidated accounts, as well as the reclassificationof the Savings branch under "discontinued operations",a comprehensive income statement at December 31 st ,2008 is given hereafter, presenting the reclassificationof earnings from these companies under income fromdiscontinued operations.BASIS FOR CONSOLIDATIONPART03153

03. CONSOLIDATED FINANCIAL STATEMENTSComprehensive income statement at December 31 st , 2009INCOME(in thousand euros)Dec 31 st, 2008Reclassificationof discontinuedoperationsDec 31 st , 2009Adjustmentslinked to thefull-yeareffect of newlyconsolidatedcompaniesDec 31 st , 2009adjustedREVENUES 714,295 812,963 3,849 816,812Other operating income 15,266 16,994 64 17,058Financial income net of chargesand excluding cost of debt6,189 18,601 10 18,611TOTAL INCOME FROM ORDINARY ACTIVITIES 735,750 848,558 3,923 852,481Insurance underwriting expenses - 248,783 - 352,232 - 352,232Income or expenses net of reinsurance cessions - 2,898 7,976 7,976Other purchases and external expenses - 207,342 - 211,915 - 1,121 - 213,036Tax - 16,192 - 17,551 - 62 - 17,613Personnel costs - 139,257 - 159,225 - 2,154 - 161,379Depreciation allowance - 9,113 - 10,671 - 80 - 10,751Provisions - 5,722 - 9,120 - 130 - 9,250Other operating income and expenses - 5,374 - 8,396 - 42 - 8,438EBIT 101,069 87,424 334 87,758Change in goodwill - 1,434 - 276 - 276Other operating income and expenses - 190 18,754 - 20 18,734OPERATING INCOME 99,445 105,902 314 106,216Financial expenses - 523 - 342 - 342Share in affiliated companiesTax charge - 33,290 - 28,355 - 44 - 28,399NET INCOME FROM CONTINUING OPERATIONS 65,632 77,205 270 77,475Net income from discontinued operations - 4,086 - 2,225 - 2,225CONSOLIDATED NET INCOME 61,546 74,980 75,250Minority interests - 971 - 2,279 - 68 - 2,347BASIS FOR CONSOLIDATIONPART03154NET INCOME (GROUP SHARE) 60,575 72,701 202 72,903EARNINGS PER SHARE 1.49 1.79 1.80DILUTED EARNINGS PER SHARE 1.48 1.77 1.77

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.4SEGMENTINFORMATIONThe operational segments are representative of theGroup’s business, which can be broken down into fouractivities:- Health-personal protection,- Property and casualty,- Savings,- Other.The presentation and the main elements disclosed areconsistent with those reviewed during the meetings ofthe Group's Board of Directors.The “Other” segment primarily corresponds to theGroup's holding company as well as certain internaleconomic interest groups (GIE) and a limited number ofcompanies that are not yet trading.In accordance with IFRS 8, the regional segmentscorrespond to France and Outside of France. They arecharacteristic of the Group’s geographical setup anddevelopment strategy.To identify the operating segments, management hasretained the insurance branches in which APRIL GROUPoperates:- Health and personal protection insurance;- Property and liability insurance;- Savings, life and capital accumulation;- Other.3.4.1 :: Income by segment and regionDecember 31 st , 2009In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywriteoffsTotalREVENUES 533,720 289,450 - 10,207 812,963Of which France 453,346 260,221 - 10,207 703,360Outside ofFrance80,374 29,229 109,603SEGMENTINFORMATIONPART03Income from ordinaryoperations557,515 301,498 9,507 - 19,962 848,558155Operating income 105,220 5,983 - 5,301 105,902Of which France 103,908 3,074 - 5,301 101,681Outside ofFrance1,312 2,909 4,221Of which Financial income 12,235 5,113 1,253 18,601NET INCOME - 1,887 64,409 - 3,095 13,274 72,701

03. CONSOLIDATED FINANCIAL STATEMENTSDecember 31 st , 2008In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywriteoffsTotalREVENUES 17,353 484,132 250,557 - 16,259 735,783Of which France 17,353 410,677 236,422 - 16,259 648,193Outside ofFrance73,455 14,135 87,590Income from ordinaryoperations21,995 491,382 267,106 15,716 - 34,445 761,754Operating income - 1,792 89,059 10,089 - 2,270 95,086Of which France - 1,792 90,807 11,182 - 2,270 97,927Outside ofFrance- 1,748 - 1,093 - 2,841Of which Financial income 2,255 - 4,447 8,771 1,724 8,303NET INCOME - 1,793 52,907 1,993 7,470 60,575December 31 st , 2009In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalPremiums acquired 229,981 133,821 - 8,745 355,057Commissions 298,571 133,469 - 1,222 430,818Services 5,168 22,160 - 240 27,088REVENUES 533,720 289,450 - 10,207 812,963December 31 st , 2008SEGMENTINFORMATIONIn thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalPART03Premiums acquired 6,220 197,406 100,701 - 15,179 289,148Commissions 11,133 281,500 126,475 - 780 418,328Services 5,226 23,381 - 300 28,307156REVENUES 17,353 484,132 250,557 - 16,259 735,783Insurance premiums (Group contribution) are presentednet of commissions paid by insurance companies toGroup brokerage companies.

03. CONSOLIDATED FINANCIAL STATEMENTS3.4.2 :: Assets by operating segmentDecember 31 st , 2009In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalGoodwill 61,579 109,794 171,373Tangible and intangible fixed assets 21,925 15,897 1,528 39,350Investment properties 201 201Insurance activity investments 305,983 145,843 451,826Investments representing policieswhose financial risk is borne by thepolicyholderTransferee share in underwritingprovisions59,756 43,023 - 3,971 98,808Receivables 166,721 120,849 37,844 - 44,047 281,367Cash 61,332 82,875 23,363 167,570Assets classified as held for sale 366,016 366,016SEGMENT ASSETS 366,016 696,631 499,147 62,735 - 48,018 1,576,511Tax assets 8,725Financial assets 9,718TOTAL ASSETS 1,594,954In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherDecember 31 st , 2008Intercompanywrite-offsTotalGoodwill 53,986 98,620 152,606Tangible and intangible fixed assets 4,612 21,941 16,136 1,675 44,364Investment properties 207 207Insurance activity investments 31,864 229,849 108,262 369,975Investments representing policieswhose financial risk is borne by thepolicyholder30,935 30,935SEGMENTINFORMATIONPART03157Transferee share in underwritingprovisions71,110 24,450 95,560Receivables 5,305 103,907 121,755 5,954 - 23,083 213,838

03. CONSOLIDATED FINANCIAL STATEMENTSDecember 31 st , 2008In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalCash 5,849 75,267 87,605 30,201 198,922SEGMENT ASSETS 78,565 556,060 457,035 37,830 - 23,083 1,106,407Tax assets 12,404Financial assets 10,408TOTAL ASSETS 1,129,2193.4.3 :: Liabilities by operatingsegmentDecember 31 st , 2009In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalUnderwriting provisions 279,505 179,252 - 3,971 454,786Technical liabilitieson investment policiesLiabilities linked to investment policieswhose financial risk is borneby the policyholderProvisions for contingenciesand losses6,573 6,204 85 12,862Financial liabilities 18,593 20,709 30,080 - 37,860 31,522Operating liabilities 98,878 93,174 1,347 - 1,236 192,163Other segment liabilities 52,920 20,528 - 1,716 71,732SEGMENTINFORMATIONLiabilities classified as held for sale 331,677 331,677SEGMENT LIABILITIES 331,677 456,469 319,867 31,512 - 44,783 1,094,742PART03Other liabilities 89,947Tax liabilities 10,499Shareholder's equity 399,766158TOTAL LIABILITIES 1,594,954

03. CONSOLIDATED FINANCIAL STATEMENTSDecember 31 st , 2008In thousand eurosSavingsHealth &personalprotectionProperty &casualtyOtherIntercompanywrite-offsTotalUnderwriting provisions 16 232,736 117,344 - 2,806 347,290Technical liabilitieson investment policiesLiabilities linked to investment policieswhose financial risk is borneby the policyholderProvisions for contingenciesand losses22,548 22,54834,097 34,097420 4,732 5,231 159 10,542Financial liabilities 30,001 36,627 22,405 30,056 - 84,294 34,795Operating liabilities 3,706 98,666 94,846 1,558 - 2,198 196,578Other segment liabilities 4,121 46,261 16,653 - 5,719 61,316SEGMENT LIABILITIES 94,909 419,022 256,479 31,773 - 95,017 707,166Other liabilities 96,566Tax liabilities 7,552Shareholder's equity 317,935TOTAL LIABILITIES 1,129,219Financial liabilities at December 31 st , 2009 factor incommitments to buy out minority interests, i.e. 7,317thousand euros for Property and Casualty activity and4,489 thousand euros for Health and personal protectionactivity.3.4.4 :: Segment information onacquisitions over the periodSEGMENTINFORMATION(See next page)PART03159

03. CONSOLIDATED FINANCIAL STATEMENTSIn thousand eurosTotalHealth &personalprotectionProperty &casualtyRevenues from consolidated companies (1) 22,680 11,630 11,050Earnings from consolidated companies (1) 744 632 112Tangible and intangible fixed assets 888 361 527Investment propertiesInsurance activity investmentsInvestments representing policies whose financial risk is borneby the policyholderTransferee share in underwriting provisionsReceivables 12,709 7,214 5,495SEGMENT ASSETS 13,597 7,575 6,022Tax assets 168Financial assets 941Cash 2,962ASSETS CONTRIBUTED ON ACQUISITION DATES 17,668SHAREHOLDER'S EQUITY 1,812 2,313 -501Underwriting provisionsTechnical liabilities on investment policiesLiabilities linked to investment policies whose financial riskis borne by the policyholderProvisions for contingencies and losses 574 308 266Financial liabilities 358 34 324Operating liabilities 3,560 751 2,809Other segment liabilities 4,183 17 4,166SEGMENTINFORMATIONSEGMENT LIABILITIES 10,487 3,423 7,064Other liabilities 6,194Tax liabilities 987LIABILITIES CONTRIBUTED ON ACQUISITION DATES 17,668Amount of earnings for businesses acquired included in earningsfor the period542 606 - 64PART03160Goodwill recorded over the year 15,194 7,202 7,992(1)Revenues and earnings are estimated over 12 months, as if the acquisition date had been at the start of the period

03. CONSOLIDATED FINANCIAL STATEMENTS3.4.5 :: Assets by regionDecember 31 st , 2009In thousand eurosFranceOutside ofFranceIntercompanywrite-offsTotalGoodwill 135,869 35,504 171,373Tangible and intangible fixed assets 36,180 3,170 39,350Investment properties 201 201Insurance activity investments 446,651 5,175 451,826Investments representing policies whose financialrisk is borne by the policyholderTransferee share in underwriting provisions 92,100 6,708 98,808Receivables 226,578 63,013 - 8,224 281,367Cash 138,292 29,278 167,570Assets classified as held for sale 366,016 366,016SEGMENT ASSETS 1,441,887 142,848 - 8,224 1,576,511Tax assets 8,725Financial assets 9,718TOTAL ASSETS 1,594,954December 31 st , 2008In thousand eurosFranceOutside ofFranceIntercompanywrite-offsTotalGoodwill 126,527 26,079 152,606Tangible and intangible fixed assets 41,998 2,366 44,364Investment properties 207 207SEGMENTINFORMATIONInsurance activity investments 359,112 10,863 369,975Investments representing policies whose financialrisk is borne by the policyholder30,935 30,935Transferee share in underwriting provisions 93,036 2,524 95,560Receivables 195,624 19,874 - 1,660 213,838PART03161Cash 158,666 40,256 198,922SEGMENT ASSETS 1,006,105 101,962 - 1,660 1,106,407Tax assets 12,404Financial assets 10,408TOTAL ASSETS 1,129,219

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.5NOTES TO THEINCOME STATEMENT3.5.1 :: Other operating incomeOTHER OPERATING INCOME(in thousand euros)December 31 st , 2009 December 31 st , 2008Capitalized production 3,770 5,165Operating subsidies 49 55Provision write-backs on assets 3,439 2,661Provision write-backs for contingencies and losses 1,555 5,413Other operating income 8,181 4,374TOTAL 16,994 17,6683.5.2 :: Financial income3.5.2.1 :: Income from financial assets net of expenses andexcluding cost of debtFINANCIAL INCOME NET OF EXPENSES AND EXCLUDING COST OFDEBT(in thousand euros)December 31 st , 2009 December 31 st , 2008From Group insurance companies 14,148 76 % - 1,059 - 12 %From Group other companies 4,453 24 % 9,362 112 %TOTAL 18,601 100 % 8,303 100 %Financial income for companies resulting from otheractivities corresponds to income generated byinvestments of cash and cash equivalents for brokeragecompanies.NOTES TO THEINCOME STATEMENTPART03162

03. CONSOLIDATED FINANCIAL STATEMENTS3.5.2.2 :: Income from insurance companies investmentsINCOME FROM INSURANCECOMPANIES INVESTMENTS(in thousand euros)Income frominvestmentCapital gainsor losses ondisposalsChange infair valueof financialinstrumentsrecorded ona fair valuebasis forearningsChange inprovisionson financialinstruments(2)Income/loss frominvestments2009 2008 2009 2008 2009 2008 2009 2008 2009 2008Investment properties recorded at theiramortized costInvestment properties recorded on afair value basis for earningsINVESTMENT PROPERTIESBonds held through to maturityBonds available for sale (1) 12,768 9,179 2,968 - 1,040 15,736 8,139Bonds recorded on a fair value basis- 5,011 - 429 - 5,011 - 429for earnings (2)Bonds held for transaction purposesUnlisted bonds (amortized cost)BONDS 12,768 9,179 2,968 - 1,040 - 5,011 - 429 10,725 7,710Bond UCITS held through to maturityBond UCITS available for sale (1)Bond UCITS recorded on a fair valuebasis for earnings (2)Bond UCITS held for transactionpurposesUnlisted Bond UCITS (amortized cost)NOTES TO THEINCOME STATEMENTPART03BOND UCITSShares available for sale (1) 12 - 140 - 128163Shares recorded on a fair value basisfor earnings (2)Shares held for transaction purposes

03. CONSOLIDATED FINANCIAL STATEMENTSINCOME FROM INSURANCECOMPANIES INVESTMENTS(in thousand euros)Income frominvestmentCapital gainsor losses ondisposalsChange infair valueof financialinstrumentsrecorded ona fair valuebasis forearningsChange inprovisionson financialinstruments(2)Income/loss frominvestments2009 2008 2009 2008 2009 2008 2009 2008 2009 2008Equity securities available for sale (1)SHARES 12 - 140 - 128Equity UCITS available for sale (1) 13 - 10,345 1,656 13,170 - 15,542 2,825 - 13,873Equity UCITS recorded on a fair valuebasis for earnings (2)Equity UCITS held for transactionpurposes16 - 32EQUITY UCITS 13 - 10,345 1,672 - 48 13,170 - 15,542 2,825 - 13,905Other UCITS available for sale (1) 619 925 - 421 282 434 632 1,207Other UCITS recorded on a fair valuebasis for earnings (2) 76 76Other UCITS held for transactionpurposes111 1,016 2,705 - 471 1,459 656 4,164OTHER UCITS (3) 730 925 671 2,987 - 471 1,459 434 1,364 5,371FINANCIAL INVESTMENTS 13,510 10,117 - 6,845 3,619 - 471 1,411 8,593 - 15,971 14,787 - 824Derivative assets subjectto hedge accountingDerivative assets in a natural hedgingrelationOther derivative assetsNOTES TO THEINCOME STATEMENTDERIVATIVE ASSETSInvestment management costs - 75 - 248 - 75 - 248Other (4) - 563 13 - 563 13INCOME FROM FINANCIAL ASSETSNET OF EXPENSES12,872 9,882 - 6,845 3,619 - 471 1,411 8,593 - 15,971 14,148 - 1,059(1)Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen just below(2)Excluding securities held for transaction purposes that are recorded just below(3)Including cash-based UCITS(4)Notably includes loans insured, finance-lease payables and other loansPART03164

03. CONSOLIDATED FINANCIAL STATEMENTS3.5.3 :: Underwriting expenses forinsurance policiesINSURANCE EXPENSES(in thousand euros)December 31 st , 2009 December 31 st , 2008Related expenses 2,110 4,492Change in underwriting provisions gross of reinsurance 108,688 85,823Commissions paid by companies 41,097 37,086Claims paid out 200,337 128,955TOTAL 352,232 256,3563.5.4 :: Income or expenses netof reinsurance cessionsINCOME OR EXPENSES NET OF REINSURANCE CESSIONS(in thousand euros)December 31 st , 2009 December 31 st , 2008Premiums ceded 87,138 60,263Change in provisions for reinsured claims to be paid out - 25,071 - 11,814Ceded reinsurance commissions and related expenses - 33,081 - 26,106Claims ceded - 36,962 - 19,693TOTAL - 7,976 2,650Changes in premiums ceded, based on gross insurancecompany premiums before deducting commissionspaid by insurance companies to the Group’s brokeragecompanies, can be broken down as follows:NOTES TO THEINCOME STATEMENTNET PREMIUMS(in thousand euros)Gross premiums acquired before deducting commissions paid backto the Group’s brokerage companiesDecember 31 st , 2009 December 31 st , 2008501,519 419,281Premiums ceded to the Group’s brokerage companies - 146,462 - 130,133TOTAL 355,057 289,148PART03165

03. CONSOLIDATED FINANCIAL STATEMENTS3.5.5 :: Other purchases and externalexpensesOTHER PURCHASES AND EXTERNAL EXPENSES(in thousand euros)December 31 st , 2009 December 31 st , 2008Brokerage commissions paid to intermediaries 117,568 122,018Postage and telephone 12,281 12,445Rent 18,984 17,771Advertising 9,157 9,791External staff 5,936 6,927General outsourcing and IT 5,942 8,528External services and other 42,047 43,499TOTAL 211,915 220,9793.5.6 :: PersonnelPERSONNEL COSTS(in thousand euros)December 31 st , 2009 December 31 st , 2008Salaries and wages 103,831 94,766Payroll taxes 45,176 42,348Profit-sharing 9,263 8,594Share-based compensation 955 833TOTAL 159,225 146,541The Group headcount at December 31 st , 2009 came to3,388, compared with 2,792 at December 31 st , 2008.NOTES TO THEINCOME STATEMENTPART03166

03. CONSOLIDATED FINANCIAL STATEMENTS3.5.7 :: Change in value of goodwillCHANGE IN VALUE OF GOODWILL(in thousand euros)December 31 st , 2009 December 31 st , 2008CUMULATIVE IMPAIRMENT VALUE AT YEAR START 10,305 10,549Increase in impairment 280 1,868Impairment in value recorded on acquisitions over the period - 463Write-back on impairment in value for disposals over the period - 81 - 60Change in foreign currencies on impairment 415 - 1,545Other changes - 44CUMULATIVE IMPAIRMENT VALUE AT YEAR-END 10,919 10,3053.5.8 :: Other operating incomeand expensesOTHER OPERATING INCOME AND EXPENSES(in thousand euros)Capital gains and losses on disposal of non-current tangibleor intangible assetsDecember 31 st , 2009 December 31 st , 200818,459 - 295Other 295 95TOTAL 18,754 - 2003.5.9 :: TaxThe current tax expense is equal to the amount ofcorporate income tax due to the tax authorities for theyear in question, in line with the tax rules and rates inforce in the various countries. On January 1 st , 2005,APRIL GROUP renewed its option for the common lawtax consolidation system provided for under Article 223A of the General French Tax Code both for itself and forFrench subsidiaries controlled at 95%.The deferred tax expense is determined based on theaccounting method indicated in Note 3.1.30.The basic tax rate for businesses in France is 33.33%.The social security financing law 99-1140 December 29 th ,1999 introduced a further tax charge equal to 3.3% of thebasic tax due. In this way, the legal tax rate in force forFrench companies was increased by 1.1%.NOTES TO THEINCOME STATEMENTPART03167

03. CONSOLIDATED FINANCIAL STATEMENTS3.5.9.1 :: Explanation on consolidated tax expenseTAX EXPENSES ON CONSOLIDATED COMPANIES EARNINGS(in thousand euros)December 31 st , 2009 December 31 st , 2008Current tax (tax on profits) 27,134 29,324Deferred tax for the period 1,220 3,693TOTAL 28,354 33,017The application of the tax consolidation system has had the following impacts:In thousand euros December 31 st , 2009 December 31 st , 2008Tax consolidation premium 18,621 12,4313.5.9.2 :: Analysis of applicable tax rate differentialsReconciliation between the legal rate in France and the effective tax rateon the consolidated income statementDecember 31 st , 2009Legal tax rate in France for the year 33.33 %Additional contribution 0.74 %Permanent differences and non-capitalized losses - 4.40 %Impact of non-French company tax rates - 2.81 %EFFECTIVE TAX RATE 26.86 %3.5.10 :: Income from discontinuedoperationsNOTES TO THEINCOME STATEMENTINCOME FROM DISCONTINUED OPERATIONS(in thousand euros)Income generated by discontinued operations - 1,195Impairments in valueIncome from disposals - 1,030December 31 st , 2009 December 31 st , 2008PART03168TOTAL - 2,225

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.6NOTES TO THE STATEMENTOF FINANCIAL POSITION3.6.1 :: GoodwillIn thousand eurosHealth andpersonalprotectionPropertyandcasualtySavings Other TotalGross value at December 31 st , 2008 54,112 108,799 162,911Acquisitions / price supplements 7,169 10,868 18,037Divestments - 597 - 597Currency translation differences 692 1,249 1,941GROSS VALUE at December 31 st , 2009 61,973 120,319 182,292Existing depreciations at December 31 st , 2008 126 10,179 10,305Depreciation for the year (cf. note 5.7) 268 346 614DEPRECIATION at December 31 st , 2009 394 10,525 10,919NET VALUE at December 31 st , 2008 53,986 98,620 152,606NET VALUE at December 31 st , 2009 61,579 109,794 171,373The goodwill resulting from commitments to buy outminority interests represented 9,418 thousand euros atDecember 31 st , 2009.The method applied for impairment testing is presentedin Note 3.1.16.2. The tests, including sensitivity tests onWACC or infinite growth rate, have not resulted in anywritedowns for cash-flow generating units other than theimpairment recorded as mentioned in Note 3.5.7.NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03169

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.2 :: Other intangible fixed assetsOther intangible fixed assets primarily comprise softwareproducts.In thousand eurosTotalGross value at Dec 31 st , 2008 57,978Investments 6,619Change in scope - 550Divestment - 1,336Reclassification - 4,343GROSS VALUE at December 31 st , 2009 58,368Amortization at Dec 31 st , 2008 34,135Increases 5,370Change in scope 189Write-backs linked to disposals - 1,263Reclassification - 291AMORTIZATION AT DECEMBER 31 st , 2009 38,140Net value at Dec 31 st , 2008 23,843NET VALUE at December 31 st , 2009 20,2283.6.3 :: Tangible fixed assets(See following pages)NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03170

03. CONSOLIDATED FINANCIAL STATEMENTSIn thousand eurosBuildings andtechnicalfacilitiesOther tangiblefixed assetsAdvancesand depositsTotalGROSS VALUEat Dec 31 st , 20089,656 30,258 449 35 40,398Investments 1,932 3,103 86 299 5,420Change in scope 135 389 0 3 527Translation gains/losses - 18 68 8 0 58Divestments - 284 - 4,048 0 - 11 - 4,343Reclassification 69 - 549 - 389 - 25 - 894GROSS VALUEat Dec 31 st , 200911,490 29,221 154 301 41,166AMORTIZATIONat Dec 31 st , 20081,897 17,980 19,877Increases 1,972 4,179 6,151Change in scope 99 -6 93Translation gains/losses - 1 51 50Write-backs - 101 - 3,690 - 3,791Reclassement - 336 - 336AMORTIZATIONat Dec 31 st , 20093,866 18,178 22,044NET VALUE at Dec 31 st , 2008 7,759 12,278 449 35 20,521NET VALUE at Dec 31 st , 2009 7,624 11,043 154 301 19,1223.6.4 :: Financial investmentsFinancial investments are valued and recorded inaccordance with the rules presented in Note 3.1.17.3.6.4.1 :: Breakdown of financial investmentsBREAKDOWN OF FINANCIAL INVESTMENTS(in thousand euros)Investment properties recordedat their amortized costInvestment properties recorded on a fair value basisfor earningsFairvalueDecember 31 st , 2009 December 31 st , 2008Work-inprogressHistoricalcost (4)% fairvalueFairvalueHistoricalcost (4)% fairvalue400 400 0 % 400 400 0 %INVESTMENT PROPERTIES 400 400 0 % 400 400 0 %Bonds held through to maturityBonds available for sale (1) 317,414 314,636 70 % 199,413 212,762 54 %NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03171Bonds recorded on a fair value basis for earnings (2) 1,836 1,836 0 % 2,892 2,892 1 %Bonds held for transaction purposesUnlisted bonds (amortized cost)BONDS 319,250 316,472 71 % 202,305 215,654 55 %

03. CONSOLIDATED FINANCIAL STATEMENTSBREAKDOWN OF FINANCIAL INVESTMENTS(in thousand euros)Bond UCITS held through to maturityFairvalueDecember 31 st , 2009 December 31 st , 2008Historicalcost (4)% fairvalueFairvalueHistoricalcost (4)% fairvalueBond UCITS available for sale (1) 21 15 0 %Bond UCITS recorded on a fair value basisfor earnings (2)Bond UCITS held for transaction purposesUnlisted Bond UCITS (amortized cost)BOND UCITS 21 15 0 %Shares available for sale (1)Shares recorded on a fair value basis for earnings (2)Shares held for transaction purposesEquity securities available for sale (1)SHARESEquity UCITS available for sale (1) 32,147 31,197 7 % 28,487 29,036 8 %Equity UCITS recorded on a fair value basisfor earnings (2)Equity UCITS held for transaction purposesEQUITY UCITS 32,147 31,197 7 % 28,487 29,036 8 %Other UCITS available for sale (1) 35,917 35,407 8 % 40,412 39,103 11 %Other UCITS recorded on a fair value basisfor earnings (2)Other UCITS held for transaction purposes 64,091 63,536 14 % 98,372 97,993 27 %OTHER ASSETS (3) 100,008 98,944 22 % 138,784 137,096 38 %FINANCIAL INVESTMENTS 451,426 446,627 100 % 369,575 381,786 100 %Derivative assets subject to hedge accountingDerivative assets in a natural hedging relationOther derivative assetsDERIVATIVE ASSETSTOTAL FINANCIAL INVESTMENTS 451,826 447,027 100 % 369,975 382,186 100 %(1)Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen on the line below(2)Excluding securities held for transaction purposes that are recorded on the line below(3)Including cash-based UCITS(4)The historical cost is calculated after provision for depreciation (i.e. 9.8 million euros at December 31 st , 2009)NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03172

03. CONSOLIDATED FINANCIAL STATEMENTSBonds with a significant credit risk were subject to a5 million euro provision for depreciation over 2009.3.6.4.2 :: Unrealized capital gains or losses on financialinvestmentsBREAKDOWNOF FINANCIALINVESTMENTS(in thousand euros)FairvalueHistoricalcost (4)December 31 st , 2009 December 31 st , 2008UnrealizedcapitalgainsUnrealizedcapitallossesFairvalueHistoricalcost (4)UnrealizedcapitalgainsUnrealizedcapitallossesInvestment propertiesrecordedat their amortized cost400 400 400 400Investment propertiesrecorded on a fair valuebasis for earningsINVESTMENTPROPERTIES400 400 400 400Bonds held throughto maturityBonds available for sale (1) 317,414 314,636 10,330 - 7,552 199,413 212,762 5,417 - 18,766Bonds recorded on a fairvalue basis for earnings (2) 1,836 1,836 2,892 2,892Bonds heldfor transaction purposesUnlisted bonds(amortized cost)BONDS 319,250 316,472 10,330 - 7,552 202,305 215,654 5,417 - 18,766Bond UCITS held throughto maturityNOTES TO THE STATEMENTOF FINANCIAL POSITIONBond UCITS availablefor sale (1) 21 15 6Bond UCITS recordedon a fair value basisfor earnings (2)Bond UCITS held fortransaction purposesPART03173Unlisted Bond UCITS(amortized cost)BOND UCITS 21 15 6

03. CONSOLIDATED FINANCIAL STATEMENTSBREAKDOWNOF FINANCIALINVESTMENTS(in thousand euros)FairvalueHistoricalcost (4)December 31 st , 2009 December 31 st , 2008UnrealizedcapitalgainsUnrealizedcapitallossesFairvalueHistoricalcost (4)UnrealizedcapitalgainsUnrealizedcapitallossesShares availablefor sale (1) 738 959 -221Shares recorded on a fairvalue basis for earnings (2)Shares held fortransaction purposesEquity securities availablefor sale (1)SHARES 738 959 - 221Equity UCITS availablefor sale (1) 32,147 31,197 936 14 27,749 28,076 124 - 451Equity UCITS recordedon a fair value basis forearnings (2)Equity UCITS held fortransaction purposesEQUITY UCITS 32,147 31,197 936 14 27,749 28,076 124 - 451Other assets availablefor sale (1) 35,917 35,407 574 - 65 40,412 39,103 1,312 - 3Other assets recordedon a fair value basisfor earnings (2)Other assets held fortransaction purposes64,091 63,536 555 98,372 97,993 379OTHER ASSETS (3) 100,008 98,944 1,129 - 65 138,784 137,096 1,691 - 3FINANCIALINVESTMENTS451,426 446,627 12,401 - 7,603 369,575 381,786 7,232 - 19,442NOTES TO THE STATEMENTOF FINANCIAL POSITIONDerivative assets subjectto hedge accountingDerivative assets in anatural hedging relationOther derivative assetsPART03174(1)Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen on the line below(2)Excluding securities held for transaction purposes that are recorded on the line below(3)Including cash-based UCITS(4)The historical cost is calculated after provision for depreciation (i.e. 9.8 million euros at December 31 st , 2009)

03. CONSOLIDATED FINANCIAL STATEMENTSBREAKDOWNOF FINANCIALINVESTMENTS(in thousand euros)FairvalueHistoricalcost (4)December 31 st , 2009 December 31 st , 2008UnrealizedcapitalgainsUnrealizedcapitallossesFairvalueHistoricalcost (4)UnrealizedcapitalgainsUnrealizedcapitallossesDERIVATIVE ASSETSTOTAL FINANCIALINVESTMENTSOf which, financialinstrument assetsavailable for saleOf which, financialinstrument assets held fortransaction purposes451,826 447,027 12,401 - 7,603 369,975 382,186 7,232 - 19,442381,640 377,396 11,846 - 7,603 271,203 283,793 6,852 - 19,44260,491 59,936 555 98,372 97,993 379(1)Not including assets available for sale on which the impairment in value has been booked against earnings, which can be seen on the line below(2)Excluding securities held for transaction purposes that are recorded on the line below(3)Including cash-based UCITS(4)The historical cost is calculated after provision for depreciation (i.e. 9.8 million euros at December 31 st , 2009)3.6.4.3 :: Breakdown of financial investments by categoryAsset value at Dec 31 st , 2009(in thousand euros)December 31 st , 2009 Reminder Dec 31 st , 2008total % total %Level 1 valuation 434,362 96.1 % 352,700 95.3 %Level 2 valuation 17,464 3.9 % 17,275 4.7 %Level 3 valuation 0.0 % 0.0 %TOTAL 451,826 100.0 % 369,975 100.0 %Level 1 valuation: listed prices (unadjusted) from activemarkets for identical assets or liabilities;Level 2 valuation: data other than the Level 1 listedprices which can be observed for the asset or liability,either directly (e.g. prices), or indirectly (e.g. elementsderived from prices);Level 3 valuation: data on the asset or liability whichare not based on observable market data (unobservableinformation).NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03175

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.4.4 :: Financial investments recorded at fair valueBREAKDOWN OF FINANCIALINVESTMENTS(in thousand euros)Fair value measuredbased on market dataFair value measuredbased on valuationtechniquesTotalDec 31 st ,09 Dec 31 st ,08 Dec 31 st ,09 (4) Dec 31 st ,08 Dec 31 st ,09 Dec 31 st ,08Bonds 319,250 202,305 319,250 202,305Bond UCITS 21 21SharesEquity UCITS 32,147 28,487 32,147 28,487Other assets (1) 22,452 16,654 17,064 23,758 39,517 40,412LoansFINANCIAL ASSETS AVAILABLEFOR SALE (2) 373,870 247,445 17,064 23,758 390,934 271,203Investment propertiesBondsBond UCITSEquity UCITSSharesOther assetsFINANCIAL ASSETS RECORDED ON AFAIR VALUE BASIS FOR EARNINGS (3)BondsBond UCITSSharesEquity UCITSOther assets (1) 60,491 98,372 60,491 98,372FINANCIAL ASSETS HELD FORTRANSACTION PURPOSES60,491 98,372 60,491 98,372TOTAL FINANCIAL ASSETS 434,361 345,817 17,064 23,758 451,426 369,575Subordinated debtSecuritized debtCurrent accounts payablesOperating liabilitiesOther debtFINANCIAL INSTRUMENT LIABILITIESRECORDED ON A FAIR VALUE BASISFOR EARNINGSFinancial instrument liabilities subjectto hedge accountingDerivatives incorporated on insurancepolicies and investmentsOther derivative liabilitiesDERIVATIVE LIABILITIES RECORDEDON A FAIR VALUE BASISTOTAL FINANCIAL LIABILITIES(1)Including cash-based UCITS(2)Not including assets held for sale on which impairment has been recognized under earnings(3)Excluding securities held for trading(4)Shares of SCPI/FCPI valued by independant expertsNOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03176

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.5 :: Change in deferred taxes onthe Statement of FinancialPosition3.6.5.1 :: Analysis of change in net deferred taxes by typeCHANGE IN DEFERRED TAXES(in thousand euros)December31 st , 2008 Earnings Shareholders'equityChange inscopeReclassificationDecember31 st , 2009Change in fair value of securitiesclassified as assets available for sale4,580 - 5,539 370 - 589Pension commitments 155 182 - 4 333Profit-sharing 1,275 81 1,356Tax losses carried forward 1,784 55 1,839Other temporary differences - 1,705 - 1,538 451 24 - 2,768NET DEFERRED TAXES 6,089 - 1,220 - 5,539 451 390 1713.6.5.2 :: Breakdown of net deferred tax by due dateNet deferred taxes by due date at december 31 st , 2009(in thousand euros)Under 1 yearOver 1 yearChange in fair value of securities classified as assets available for sale - 589Pension commitments 333Profit-sharing 1,356Tax losses carried forward 1,839Other temporary differences - 2,768NOTES TO THE STATEMENTOF FINANCIAL POSITIONNET DEFERRED TAXES 1,356 - 1,185PART03177

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.6 :: Other assets3.6.6.1 :: Breakdown of receivablesIn thousand eurosDecember 31 st , 2009 December 31 st , 2008Fair value Cost Fair value CostReceivables from insurance operations or reinsurance accepted 51,653 51,653 35,210 35,210Receivables from reinsurance cession operations 56,092 56,092 18,122 18,122Trade receivables 126,984 126,984 112,260 112,260Tax receivables due 3,539 3,539 4,159 4,159Other receivables 46,638 46,638 48,246 48,246TOTAL RECEIVABLES 284,906 284,906 217,997 217,997The fair value is not significantly different from theirhistorical cost on account of the short maturitiesconcerned and the nature of these assets.3.6.6.2 :: Breakdown of receivables by due dateIn thousand eurosReceivables from insurance operations orreinsurance acceptedReceivables from reinsurancecession operationsDecember 31 st , 2009Under 1 year Over 1 year Over 5 years51,65356,092Trade receivables 126,536 448Tax receivables due 3,539Other receivables 46,041 597TOTAL RECEIVABLES 283,861 1,045NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03178

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.6.3 :: Breakdown of other assetsOTHER RECEIVABLES(in thousand euros)December 31 st , 2009 December 31 st , 2008Bookassetvalue%Bookassetvalue%Accounts receivables 1,157 2 % 1,438 3 %Other receivables 33,443 72 % 21,506 44 %Prov. for accounts receivable and other receivables - 3,240 - 7 % - 1,124 - 2 %Pre-booked expenses 15,278 33 % 26,426 55 %TOTAL 46,638 100 % 48,246 100 %OTHER ASSETS(in thousand euros)December 31 st , 2009 December 31 st , 2008Bookassetvalue%Bookassetvalue%Loans, deposits and guarantees 4,474 46 % 3,988 38 %Interest and other long-term investments 471 5 % 83 1 %Other (1) 4,773 49 % 6,337 61 %TOTAL 9,718 100 % 10,408 100 %CASHDecember 31 st , 2009 December 31 st , 2008Bookassetvalue%BookassetvalueMarketable securities 89,139 53 % 102,874 52 %Provision on marketable securities - 36 0 %Cash and cash equivalents 78,431 47 % 96,084 48 %TOTAL 167,570 100 % 198,922 100 %(1)Including 4,305,000 euros in assets that may not be deducted from actuarial debt resulting from pension commitments. These financial investments, classifiedin full under Available For Sale, make it possible to cover the defined benefit systems put in place in connection with the operation to outsource pensioncommitments.%NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03179

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.7 :: Capital managementAt December 31 st , 2009, the elements relating to themanagement of the company’s capital are exclusivelythose presented in the table outlining changes inshareholders’ equity.Any changes to the capital and the rights associatedwith the securities comprising it are subject to the legalprovisions in force, with no specific measures applicableunder the bylaws.The general shareholders’ meeting has authorizedthe company to trade in its own shares over the year,in accordance with Article L 225-209 of the FrenchCommercial Code, with a view to:- Coordinating the market through an investment serviceprovider under a liquidity agreement,- Granting stock options to employees and/or corporateofficers of the company and/or its Group,- Contributing securities in payment or exchange inconnection with external growth operations,- Cancelling any shares acquired under the authorizationgranted by the general shareholders’ meeting,- Covering any marketable securities entitling holders tothe allocation of company shares.The quantitative and qualitative information making itpossible to understand capital management under thepresent policy, as authorized by the General Meeting,and measure their translation into the accounts and thereturn on capital, is presented in Notes 3.6.8, 3.10 and3.13.3.6.8 :: Treasury stockOver the year 2009, 252,695 shares were purchasedand 255,038 sold off. These operations resulted in aloss of 62,639 euros, booked directly against changes inconsolidated shareholders’ equity.At December 31 st , 2009, APRIL GROUP held 327,443shares as treasury stock, acquired at an average price of34.62 euros, and booked against shareholders’ equity fora total of 11,336 thousand euros.3.6.9 :: Underwriting provisionsfor insurance policiesIn thousand eurosSavingsHealth andpersonalprotectionProperty andcasualtyTotalinsurance2009 2008 2009 2008 2009 2008 2009 2008Mathematical provisions 16 97,840 84,553 373 561 98,213 85,130NOTES TO THE STATEMENTOF FINANCIAL POSITIONProvisions for premiums not acquired 145 2,544 14,186 15,669 14,331 18,213Provisions for claims (1) 181,405 145,459 157,773 97,215 339,178 242,674PART03Provisions resulting from recoverability testsProvisions for profit-sharingProvisions for current contingencies 2,949 1,093 2,949 1,093180Others provisions 115 180 115 180GROSS UNDERWRITING POLICIES -INSURANCE POLICIES16 279,505 232,736 175,281 114,538 454,786 347,290

03. CONSOLIDATED FINANCIAL STATEMENTSIn thousand eurosSavingsHealth andpersonalprotectionPropertyand casualtyTotalinsurance2009 2008 2009 2008 2009 2008 2009 2008Mathematical provisions ceded 10,312 10,146 10,312 10,146Provisions for premiums not acquired ceded 1,130 196 - 50 196 1,080Provisions for claims (2) ceded 45,473 59,834 42,827 24,500 88,300 84,334Provisions resulting from recoverability testscededProvisions for profit-sharingProvisions for current contingenciesOther provisions cededTRANSFEREE AND RETROCESSION SHAREIN UNDERWRITING PROVISIONS (GROSS) -INSURANCE POLICIES55,785 71,110 43,023 24,450 98,808 95,560NET UNDERWRITING PROVISIONS 16 223,720 161,626 132,258 90,088 355,978 251,730(1)Of which IBNR = 33,419 24,784 21,068 16,220 51,289 41,004Of which, provisions for management costs 4,648 3,321 2,332 4,116 6,980 7,437(2)Of which IBNR = 27,990 17,830 10,555 2,080 38,026 19,910Of which, provisions for management costs 1,057 755 1,057 7553.6.9.1 :: Change in provisions for claimsChange in gross valuesIn thousand eurosSavingsHealth andpersonalprotectionPropertyand casualtyTotal2009 2008 2009 2008 2009 2008 2009 2008NOTES TO THE STATEMENTOF FINANCIAL POSITIONGROSS PROVISIONS FOR CLAIMS TO BESETTLED AT JAN 1 st (1) 16 42 230,012 163,226 97,776 74,244 327,804 237,511Total cost of claims (2) 42 230,012 163,226 97,776 74,244 327,788 237,511Total payments (2) (3) 26 169,347 142,446 136,995 77,055 306,342 219,526Change in basis for consolidationand changes in accounting method- 51 - 120,514 - 75,660 - 76,225 - 56,577 - 196,739 - 132,288PART03181Change in exchange rate 3,054 3,054GROSS PROVISIONS FOR CLAIMS TO BESETTLED AT DEC 31 st(1)Including mathematical provisions(2)Over year and prior(3)To be deducted since included in total cost of claims

03. CONSOLIDATED FINANCIAL STATEMENTSChange in reinsurer shareIn thousand eurosSavingsHealth andpersonalprotectionPropertyand casualtyTotal2009 2008 2009 2008 2009 2008 2009 2008REINSURER SHARE IN PROVISIONS FOR CLAIMSTO BE SETTLED AT JAN 1 st (1) 69,980 48,444 24,500 31,448 94,480 79,892Total cost of claims (2) 23,074 48,598 21,590 3,317 44,664 51,915Total payments (2) (3) - 37,269 - 27,062 - 3,263 - 12,789 - 40,533 - 39,851Change in basis for consolidation and changesin accounting method2,524 2,524Change in exchange rateREINSURER SHARE IN PROVISIONS FOR CLAIMS TOBE SETTLED AT DEC 31 st 55,785 69,980 42,827 24,500 98,612 94,480(1)Including mathematical provisions(2)Over year and prior(3)To be deducted since included in total cost of claims3.6.10 :: Technical liabilities forinvestment policiesIn light of the development of business on the lifeinsurance savings market, technical liabilities wererecorded in 2008 linked to investment policies withoutany discretionary profit-sharing for a total of 56,645thousand euros of which € 34,097 representing liabilitieswhose financial risk is borne by the policyholder.3.6.11 :: Provisions for contingenciesand lossesBREAKDOWN OF PROVISIONS(in thousand euros)December31 st , 2008On December 31 st , 2009, Life Insurance activity has beenclassified as held for sale.Changes inscope INCREASE Decrease ReclassificationDecember31 st , 2009Provisions for disputes 1,512 84 1,656 -536 -113 2,603Provisions for pensions 5,800 109 534 -264 11 6,190NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03182Other provisions for contingenciesand lossesTOTAL PROVISIONS FORCONTINGENCIES AND LOSSES3,230 -31 1,912 -812 -230 4,06910,542 162 4,102 -1,612 -332 12,862

03. CONSOLIDATED FINANCIAL STATEMENTSProvisions for disputes primarily correspond to disputeslinked to the operational activities of APRIL GROUPcompanies, none of which represent a significant amounton their own.The main actuarial assumptions retained as Groupstandards for determining provisions for retirementbenefits are as follows:- Discount rate: 4%- Rate of increase in salaries: 2%- Rate of inflation: 2%Other provisions for contingencies and losses primarilyconcern commitments made in connection with therelocation process undertaken by several Groupcompanies.3.6.12 :: Financial liabilities3.6.12.1 :: Breakdown of financial liabilitiesBREAKDOWN OF FINANCIAL LIABILITIES(in thousand euros)December 31 st , 2009 December 31 st , 2008Liabilitybookvalue%Liabilitybookvalue%Subordinated debtDebt represented by securitiesBorrowings from credit institutions 7,732 39 % 8,790 34 %Other financial debt 12,266 61 % 17,066 66 %BORROWINGS AND FINANCIAL DEBT RECORDEDON AN AMORTIZED BASIS19,998 100 % 25,856 100 %Subordinated debtDebt represented by securitiesBorrowings from credit institutionsOther financial debtBORROWINGS AND DEBT RECORDEDON FAIR VALUE BASIS FOR EARNINGSNOTES TO THE STATEMENTOF FINANCIAL POSITIONDerivatives included in insurance policiesDerivative liabilities subject to hedge accountingOther derivative liabilitiesDERIVATIVE LIABILITIESTOTAL FINANCIAL LIABILITIES 19,998 100 % 25,856 100 %PART03183Of which, financial instrument liabilities held for transaction purposesFinancial liabilities resulting from commitments to buy outminority interests are recorded under other financial debtand totaled 11,806 thousand euros at December 31 st , 2009.

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.12.2 :: Breakdown of financial liabilities by due dateIn thousand euros Under 1 year Over 1 year Over 5 yearsSubordinated debtBorrowings from credit institutions 2,070 5,526 136Other financial debt 10,693 1,558 15Of which commitments to buy out minorityinterests10,558 1,248TOTAL OTHER LIABILITIES 12,763 7,084 1513.6.13 :: Other liabilities3.6.13.1 :: Breakdown of other liabilitiesBREAKDOWN OF OTHER LIABILITIES(in thousand euros)December 31 st , 2009 December 31 st , 2008Liabilitybookvalue%Liabilitybookvalue%Liabilities from insurance operations or reinsurance accepted 10,762 3 % 18,215 5 %Liabilities from reinsurance operations ceded 60,970 17 % 43,101 12 %Operating liabilities 192,163 53 % 196,578 55 %Tax liabilities due 5,484 2 % 5,396 1 %Other liabilities 89,947 25 % 96,566 27 %TOTAL OTHER LIABILITIES 359,326 100 % 359,856 100 %3.6.13.2 :: Breakdown of other liabilities by due dateIn thousand euros Under 1 year Over 1 year Over 5 yearsLiabilities from insurance operations orreinsurance accepted10,762NOTES TO THE STATEMENTOF FINANCIAL POSITIONPART03Liabilities from reinsurance operations ceded 60,970Operating liabilities 185,921 6,242Tax liabilities due 5,484184Other liabilities 89,525 422TOTAL OTHER LIABILITIES 352,662 6,664

03. CONSOLIDATED FINANCIAL STATEMENTS3.6.13.3 :: Breakdown of other liabilitiesIn thousand eurosDecember 31 st , 2009 December 31 st , 2008Liabilitybookvalue%Liabilitybookvalue%CURRENT BANK BORROWINGS 11,524 8,939OTHER LIABILITIESDecember 31 st , 2009 December 31 st , 2008Liabilitybookvalue%Liabilitybookvalue%Personnel liabilities 37,483 42 % 35,221 36 %Tax liabilities (excluding corporate income tax) 9,303 10 % 10,147 10 %Current accounts payable 1,640 2 % 3,013 3 %Other liabilities 19,820 22 % 13,455 14 %Pre-booked income 21,701 24 % 34,730 36 %Investment subsidiesTOTAL OTHER LIABILITIES 89,947 100 % 96,566 100 %December 31 st , 2009 December 31 st , 2008OPERATING LIABILITIESLiabilitybookvalue%LiabilitybookvalueTrade payables 151,350 78 % 157,681 80 %Advances and deposits received 40,161 21 % 38,000 19 %Fixed asset-related payables 652 1 % 897 1 %TOTAL OPERATING LIABILITIES 192,163 100 % 196,578 100 %%NOTES TO THE STATEMENTOF FINANCIAL POSITION3.6.14 :: Financial futuresPART03At December 31 st , 2009, APRIL GROUP did not own anyfinancial futures.185

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.7NOTES TOTHE CASH-FLOW STATEMENT3.7.1 :: Net expenses without anyimpact on cash-flowIn thousand euros December 31 st , 2009Net depreciation and provisions 5,090Change in provisions for claims 83,477Change in underwriting provisions for Life InsurancePotential gains or losses derived from fair value adjustments - 156Change in value of goodwill 276Income and expenses calculated linked to stock options and related 955Deferred taxes 1,171NET EXPENSES WITHOUT ANY IMPACT ON CASH-FLOW 90,8133.7.2 :: Cash-flowIn thousand euros December 31 st , 2009Consolidated net income on continuing activities 77,205Elimination of expenses without any impact on cash-flow 90,813Income from disposals and other income - 18,459CASH-FLOW 149,559NOTESTO THE CASH-FLOW STATEMENTPART033.7.3 :: Change in operating workingcapital requirement186In thousand euros December 31 st , 2009Change in receivables and liabilities from insurance operations - 28,498Other changes in receivables and liabilities - 15,084CHANGE IN OPERATING WORKING CAPITAL REQUIREMENT - 43,582

03. CONSOLIDATED FINANCIAL STATEMENTS3.7.4 :: Cash positionIn thousand eurosYear-end cashpositionBalance sheetDec 31 st , 2008ChangeYear-end cashpositionBalance sheetDec 31 st , 2009Bank balances 96,084 - 17,653 78,431Short-term cash investments 102,837 - 13,698 89,139Short-term financial debt - 8,939 - 2,585 - 11,524TOTAL 189,982 - 33,936 156,046NOTESTO THE CASH-FLOW STATEMENTPART03187

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.8TRANSACTIONS WITH RELATED PARTIESIn 2009, the company or one of its subsidiaries carriedout the following transactions with affiliates (amountspresented above 50 thousand euros):Nature of tiesNature of serviceExpense /Revenue forthe GroupAmount for2009in thousandeurosEvolem and its affiliates Common manager Real estate rental Expense 4,694Evolem and its affiliates Common manager Provisions of services Expense 127Kaelia Common director External communications Expense 1,082Terre d’entreprises Manager / director Training Expense 301Château des Broyers Common director Provision of services Expense 155ALP Common director Provision of resources Expense 17ALP Common director Provisions of services Revenue 67Mutualp Common director Brokerage Revenue 1,382Phimaval Common manager Real estate rental Expense 97Courtiers Réunis Common director Brokerage Expense 198Interaction Finances Common manager Provisions of services Expense 84SCI ASSINCO Common manager Real estate rental Expense 342SCI Espas Common manager Real estate rental Expense 75SCI Madras Common manager Real estate rental Expense 67Telergos Common director Provisions of services Expense 55Monceau - CIAM Manager & director Management mandate Revenue 3,775Clarix Common manager IT services Expense 307Kertès Conseil Common manager Provision of resources Expense 205TRANSACTIONSWITH RELATED PARTIESPART03188Hannover Ré Manager & director Reinsurance Expense 2,216* Evolem, APRIL GROUP’s majority shareholder, held 60.32% of the share capital at December 31 st , 2009

03. CONSOLIDATED FINANCIAL STATEMENTSFurthermore, APRIL GROUP is a founding member of themicro-insurance association “Entrepreneur dans la Cité”,paying in 760 thousand euros in this respect over 2009.At the end of December 2008, the APRIL Santé EquitableFoundation was created on APRIL Assurances' initiativewith a view to promoting, developing and distributinghealth for all. In 2009, €166,000 were paid to this foundation.TRANSACTIONSWITH RELATED PARTIESPART03189

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.9FINANCIAL AND INSURANCERISK MANAGEMENT3.9.1 :: Classification of risks underIFRS 7 and IFRS 43.9.1.1 :: Financial risksIFRS 7 recognizes the following categories of financialrisks:- Market risk: this risk can be broken down into theforeign exchange risk, fair value risk on fixed-rate financialinstruments, and value risk on listed instruments;- Credit risk: this corresponds to the risk of default byan issuer or counterparty, i.e. the risk for a creditor ofdefinitively losing their debt insofar as the debtor will beunable, even by liquidating all of its assets, to pay backall of its commitments;- Liquidity risk: this concerns the risk of not being able tosell a financial instrument at a value close to its fair value.It may result in it effectively being impossible to sell theinstrument (absence of market, buying counterparty), orin an illiquidity discount;- Cash-flow risk linked to interest rates: for variable-ratefinancial instruments, changes in rates imply changes inthe company’s future cash-flows.3.9.1.2 :: Insurance riskUnder IFRS 4, policies must be classified as eitherinsurance policies or investment policies.IFRS 4 specifies that a policy is classified as an insurancepolicy if it exposes the insurance company to an insurancerisk, which corresponds to a non-financial risk taken onby the insurer.3.9.2 :: Brokerage3.9.2.1 :: Nature of associated risksThe Group’s brokerage companies are exposed to thefinancial risks presented in Section 3.9.1.3.9.2.2 :: Management of brokerage risksThrough its financial model, where cash-flow generatesa negative working capital requirement, the brokeragebusiness enables the Group to achieve a very lowlevel of debt, reducing the volume of financial liabilitiesexposed.The cash-flow generated by the Group’s brokeragecompanies is fully invested in short-term financialinvestments, primarily through the APRIL Trésorerie mutualfund. The APRIL Trésorerie mutual fund represents a fundof funds, equivalent to a cash-based UCITS (“monetaryequivalent”), and therefore involves zero capital risk andvery low volatility.3.9.2.3 :: Analysis of sensitivityThe income generated by cash-flow from the Group’sbrokerage companies is therefore sensitive to changesin the benchmark monetary rate: EONIA. For reference,a 100 basis point change in the EONIA on average over2009 would have had an impact on the Group’s financialresult representing 1,796 thousand euros.FINANCIAL AND INSURANCERISK MANAGEMENTPART03190

03. CONSOLIDATED FINANCIAL STATEMENTS3.9.3 :: Insurance companies3.9.3.1 :: Nature of associated risksCompanies are exposed to financial risks in terms ofboth the financial assets that they hold and the financialliabilities, including investment policies, that they takeout.They are exposed to the insurance risk through theportfolios of insurance policies that they hold.The Group is present on the health, personal protectionand property and casualty insurance sectors through aportfolio of insurance policies, the main characteristicsof which are as follows:- Short risk, for a low unit amount, with high frequency,- High level of expertise,- Internalized management strategy.Underwriting provisions relating to insurance policies arevalued in line with the methods traditionally used and inaccordance with the French Insurance Code based onvarious statistical and actuarial processes.The Group also develops its business in the life andsavings sector through a portfolio of investmentpolicies without any discretionary profit-sharing. Thecorresponding risks are borne by subscribers. An optionalguarantee (capped in terms of its amount) may be putin place when taking out such policies. In the event ofsubscription, this guarantee is broken up and assimilatedwith an insurance policy under IFRS.3.9.3.2 :: Procedure for managing financial risks relatingto insurance companies, excluding Life and SavingsactivitiesThe Group’s portfolio primarily comprises insurancecompany investments, the financial management ofwhich is delegated to a dedicated entity within theGroup: APRIL Asset Management, under the supervisionof APRIL GOUP’s Chief Financial Officer.Insurance regulations define strict criteria for the eligibilityof financial instruments as well as exposure limits, rulesfor the distribution of the portfolio between variousinstruments, and rules governing the distribution of risks.In addition, they stipulate that no financial futures may beused for the management of investments.In connection with this management, the Group does notcurrently use any instruments to hedge against financialrisks. Neither does APRIL GROUP hold any securitizationvehicles (CDO or other) in its portfolios.3.9.3.3 :: Exposure to financial risksMarket riskThe following table presents all of the Group’s financialassets exposed to equity market risks by region:(See next page)FINANCIAL AND INSURANCERISK MANAGEMENTPART03191

03. CONSOLIDATED FINANCIAL STATEMENTSEQUITY RISK EXPOSUREBY PLACE OF LISTING(in thousand euros)Dec 31 st ,2009Europe USA Other TotalDec 31 st ,2008Dec 31 st ,2009Dec 31 st ,2008Dec 31 st ,2009Dec 31 st ,2008Dec 31 st ,2009Dec 31 st ,2008Shares available for sale (1)Shares recorded on a fair value basisfor earningsShares held for transaction purposesEquity securities available for sale (1)SHARESEquity UCITS available for sale (1) 30,093 27,703 2,054 784 32,147 28,487Equity UCITS recorded on a fair valuebasis for earningsEquity UCITS held for transactionpurposesEQUITY UCITS 30,093 27,703 2,054 784 32,147 28,487TOTAL PORTFOLIO 30,093 27,703 2,054 784 32,147 28,487% 93.6 % 97.2 % 6.4 % 2.8 % 100.0 % 100.0 %(1)Not including assets available for sale on which the impairment in value has been booked against earnings.Foreign exchange riskThe following table presents the exposure to foreignexchange market risks for all of the Group’s financialassets and liabilities:December 31 st , 2009 December 31 st , 2008FINANCIAL INSTRUMENTEXPOSURE TO FOREIGNEXCHANGE RISK (1) Book valuein currency(thousands)Book valuein thousandeurosBook valuein currency(thousands)Book valuein thousandeurosNotional amountin currencies forderivativesDecember31 st , 2009Financial assets denominated in EUR - 451,426 - 367,108 -Financial assets denominated in GBP 1,216 1,277Financial assets denominated in USDFinancial assets denominatedin other currencies- - 1,191 -TOTAL FINANCIAL ASSETS 451,426 369,575Financial liabilities denominatedin EUR19,998 25,856Financial liabilities denominatedin GBPFinancial liabilities denominatedin USDFinancial liabilities denominatedin other currenciesTOTAL FINANCIAL LIABILITIES 19,998 25,856December31 st , 2008FINANCIAL AND INSURANCERISK MANAGEMENTPART03192(1)Including direct exposure to currencies through UCITS held (foreign exchange risk not hedged)

03. CONSOLIDATED FINANCIAL STATEMENTSInterest rate riskThe following table presents all of the Group’s financialassets exposed to fixed-income market risks bymaturity:TYPE OF FINANCIALASSETS (1)(in thousand euros)rate (2) Under Under Under Under Under Over Dec 31 st ,InterestBreakdown by maturity at Dec 31 st, 2009 Bookvalue1 year 2 years 3 years 4 years 4 years 5 years 2009BookvalueDec 31 st ,2008Bonds held throughto maturityBonds held for sale (3) 4.29 % 13,802 30,641 25,178 24,188 27,610 155,791 277,210 171,884Bonds recorded on a fairvalue basis for earnings (4) 1,629 1,629 252Bonds held for transactionpurposesUnlisted bonds(amortized cost)BONDS EXPOSEDTO FAIR VALUE RISKBonds UCITS heldthrough to maturity4.29 % 13,802 30,641 25,178 24,188 27,610 157,420 278,839 172,136Bonds UCITS heldfor sale (3) 21 21Bonds UCITS recordedon a fair value basis forearningsBonds UCITS held fortransaction purposesUnlisted Bonds UCITS(amortized cost)BONDS UCITS EXPOSEDTO FAIR VALUE RISK21 21FINANCIAL AND INSURANCERISK MANAGEMENTPART03193

03. CONSOLIDATED FINANCIAL STATEMENTSTYPE OF FINANCIALASSETS (1)(in thousand euros)rate (2) Under Under Under Under Under Over Dec 31 st ,InterestBreakdown by maturity at Dec 31 st, 2009 Bookvalue1 year 2 years 3 years 4 years 4 years 5 years 2009BookvalueDec 31 st ,2008Derivative assets subjectto hedge accountingDerivatives included ininsurance policies andinvestmentOther derivative assetsDERIVATIVE ASSETSEXPOSED TO FAIR VALUERISKOther financial assetsexposed to fair value riskFINANCIALINSTRUMENTS EXPOSED 4.29 % 13,802 30,641 25,178 24,188 27,610 157,440 278,859 172,136TO FAIR VALUE RISK (5)Bonds held throughto maturityBonds held for sale (3) 2.07 % 6,758 2,622 3,452 27,407 40,239 27,528Bonds recorded on a fairvalue basis for earnings (4) 172 172 2,640Bonds heldfor transaction purposesUnlisted bonds(amortized cost)BONDS EXPOSEDTO CASH-FLOW RISK2.07 % 6,758 2,622 3,452 27,579 40,411 30,168FINANCIAL AND INSURANCERISK MANAGEMENTPART03194

03. CONSOLIDATED FINANCIAL STATEMENTSTYPE OF FINANCIALASSETS (1)(in thousand euros)rate (2) Under Under Under Under Under Over 5 Dec 31 st ,InterestBreakdown by maturity at Dec 31 st, 2009 Bookvalue1 year 2 years 3 years 4 years 4 years years 2009BookvalueDec 31 st ,2008Bonds UCITS heldthrough to maturityBonds UCITS heldfor sale (3)Bonds UCITS recorded ona fair value basisfor earningsBonds UCITS heldfor transaction purposesUnlisted Bonds UCITS(amortized cost)BONDS UCITS EXPOSEDTO CASH-FLOW RISKDerivative assets subjectto hedge accountingDerivatives included ininsurance policiesand investmentOther derivative assetsDERIVATIVE ASSETSEXPOSEDTO CASH-FLOW RISKOther financial assetsexposed to cash-flow riskFINANCIALINSTRUMENTS EXPOSED 2.07 % 6,758 2,622 3,452 27,579 40,411 30,168TO CASH FLOW RISK (5)FINANCIAL ASSETSEXPOSED TO INTERESTRATE RISK4.05 % 13,802 37,399 27,800 27,639 27,610 185,019 319,271 202,304% 4.3 % 11.7 % 8.7 % 8.7 % 8.6 % 58.0 % 100.0 %(1)Short-term receivables are assumed to be due in under one year(2)Weighted nominal rate for par values (par corresponding to the value at which the nominal rate applies), or alternatively the yield to maturity, weighted foramortized costs(3)Not including assets available for sale whose impairment in value has been booked against earnings(4)Excluding securities held for transaction purposes that are recorded in the section just below(5)Rate risk can be broken down into two types of risk, depending on the typology applicable under IAS 32 - 39: fair value risk (fixed-rate) and cash-flow risk(variable-rate)FINANCIAL AND INSURANCERISK MANAGEMENTPART03The financial liabilities exposed to interest rate risks arenot significant.195

03. CONSOLIDATED FINANCIAL STATEMENTSCredit riskCredit risk exposure based on issuer ratings for bondsheldIn line with the management of company bond portfoliosand in order to limit the credit risk, various rules havebeen defined in terms of ratings for issuers selected byduly authorized financial organizations.The following table presents a breakdown of financialassets exposed to an interest rate risk by issuer rating.TYPE OF FINANCIAL ASSETS(in thousand euros)Bonds held through to maturityBreakdown at Dec 31 st , 2009 by rating (1)NA AAA AAA+TO A-BBB+TOBBB-UnderBBBBookvalueDec 31 st ,09BookvalueDec 31 st ,08Bonds held for sale (2) 173,967 76,231 41,503 20,818 4,930 317,450 199,413Bonds recorded on a fair value basisfor earnings (3) 1,801 1,801 2,892Bonds held for transaction purposesUnlisted bonds (amortized cost)BONDS EXPOSED TO CREDIT RISK 173,967 76,231 41,503 20,818 6,731 319,250 202,305Bond UCITS held through to maturityBond UCITS held for sale (2) 21 21 0Bond UCITS recorded on a fair valuebasis for earnings (3)Bond UCITS held for transaction purposesUnlisted Bond UCITS (amortized cost)BOND UCITS EXPOSED TO CREDIT RISK 21 21 0TOTAL 21 173,967 76,231 41,503 20,818 6,731 319,271 202,305In % 0.0 % 54.5 % 23.9 % 13.0 % 6.5 % 2.1 % 100.0 %(1)Standard & Poors and/or Moody’s rating(2)Not including assets available for sale on which the impairment in value has been booked against earnings for the year(3)Excluding securities held for transaction purposes, which are presented on the following line in the tableFINANCIAL AND INSURANCERISK MANAGEMENTPART03196

03. CONSOLIDATED FINANCIAL STATEMENTSCredit risk exposure through reinsurance operationsThe rating of reinsurers is considered to be a decisivecriterion for the Group when selecting its reinsurerpartners since it reflects their financial soundness.Na AAA AAA+TO A-December 31 st , 2009 (1)BBB+TOBBB-UnderBBBTOTALTotal premiums ceded 1,270 1,467 25,219 53,388 5,793 0 87,138% of premiums ceded 1.5 % 1.7 % 28.9 % 61.3 % 6.6 % 0.0 % 100.0 %Reminder Dec 31 st , 2008 1.0 % 2.6 % 62.2 % 32.8 % 1.3 % 0.0 % 100.0 %Number of reinsurers 4 1 3 11 2 0 21% of number of reinsurers 19.0 % 4.8 % 14.3 % 52.4 % 9.5 % 0.0 % 100.0 %Reminder Dec 31 st , 2008 29.4 % 5.9 % 17.6 % 35.3 % 11.8 % 0.0 % 100.0 %(1)Standard & Poor’s (long-term) ratingLiquidity riskMost of the financial investments held by APRIL GROUPare admitted for trading on an official listing market orequivalent and involve a low liquidity risk.The following table presents a breakdown of the financialassets held by APRIL GROUP by their level of liquidity:BOOK VALUEat Dec 31 st , 2009(in thousand euros)Listed securities or UCITSwith daily valuationShares Bonds UCITSOtherassetsTotal%of totalReminderDec 31 st , 08318,573 45,550 20,519 384,642 85.1% 90.3 %UCITS with non-daily valuation 43,844 5,398 49,242 10.9 % 4.5 %Unlisted securities 677 17,265 17,942 4.0 % 5.2 %TOTAL 319,250 89,395 43,181 451,826 100.0 % 100.0 %FINANCIAL AND INSURANCERISK MANAGEMENTPART03The APRIL group does not currently have any liquidityproblems to report.197

03. CONSOLIDATED FINANCIAL STATEMENTS3.9.3.4 :: Analysis of sensitivity to financial risksAnalysis of equity and foreign exchange market risksensitivityThe following table presents the results of a simulationof the impacts of changes in the foreign exchange andequity markets across all APRIL GROUP portfolios.For UCITS lines, the impact has been calculated on atransparent basis, i.e. the indirect impact of the makeupof UCITS assets held (in terms of target equity market andcurrencies) has been reflected in the overall portfolio.As an assumption, for all financial assets exposed toequity and foreign exchange markets, a sensitivity rate of1 has been applied.FINANCIAL ASSETS SENSITIVITY TO MARKET RISK(in thousand euros)Impact on shareholders' equityDec 31 st , 2009 Dec 31 st , 2008BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS 1,845 3,257+/- 10% change in CAC index (1) 1,845 3,010+/- 10% change in DJ index (1)+/- 10% change in exchange rate for euro / other currencies 247AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS 1,845 3,257+/- 10% change in CAC index (1) 1,845 3,010+/- 10% change in DJ index (1)+/- 10% change in exchange rate for euro / other currencies 247(1)Impact of the change in the various marketsAnalysis of interest rate risk sensitivityThe following table presents the results of a simulation ofthe impacts of a change in the fixed-income markets on theAPRIL group’s entire bond portfolio.FINANCIAL ASSETS SENSITIVITY TOINTEREST RATE RISKS(in thousand euros)BEFORE IMPACT OF HEDGINGFINANCIAL INSTRUMENTSImpact onfair valueDecember 31 st , 2009 December 31 st , 2008Impact onconsolidatedincomeImpact onshareholders'equityImpact onfair valueImpact onconsolidatedincomeImpact onshareholders'equityFINANCIAL AND INSURANCERISK MANAGEMENTPART03+/- 1% change in risk-free rate 12,500 - 529 12,500 6,037 - 365 6,037Of which, financial instrumentsexposed to fair value riskOf which, financial instrumentsexposed to cash-flow riskAFTER IMPACT OF HEDGINGFINANCIAL INSTRUMENTS12,500 12,500 6,037 6,037- 529 - 365198

03. CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL ASSETS SENSITIVITY TOINTEREST RATE RISKS(in thousand euros)Impact onfair valueDecember 31 st , 2009 December 31 st , 2008Impact onconsolidatedincomeImpact onshareholders'equityImpact onfair valueImpact onconsolidatedincomeImpact onshareholders'equity+/- 1% change in risk-free rate 12,500 - 529 12,500 6,037 - 365 6,037Of which, financial instrumentsexposed to fair value riskOf which, financial instrumentsexposed to cash-flow risk12,500 12,500 6,037 6,037- 529 - 365The figures for financial instruments exposed to a fairvalue risk correspond to the impact that a change in rateswould have on the valuation of fixed-rate bond lines heldin the portfolio. It has been calculated directly based onthe sensitivity of the bond portfolio.The figures for financial instruments exposed to cashflowrisk correspond to the impact that a change in rateswould have on the forecasted total annual coupons ofvariable bond lines held in the portfolio.3.9.3.5 :: Insurance risk management processThe Group’s risk policy, the main aspects of whichare defined on a centralized basis within commitmentcommittees, is based around the following:- Definition of a general underwriting policy;- Definition of exposure limits and their use;- Definition of a reinsurance policy;- Monitoring of various underwriting results;- Definition of risk assessment methods;- Identification and monitoring of risks placed.The main elements likely to influence changes in the lossratio for insurance companies are as follows:Property and casualty insurance:- Auto branch: a normal series of major claims (seriousaccidents with bodily injuries);- Retail and corporate comprehensive branches: anabnormal series of major claims on various premises orsites (fire, gas explosion, etc.) or a natural disaster (storm,earthquake, etc.).Health and personal protection:- Death in connection with a policy concerning a majoramount of capital;- Multiple deaths in connection with group policies(terrorist attack, aircraft accident, etc.);- Epidemic involving many days of sick leave;- Pandemic with risk of multiple deaths.Life and savings:- Turnaround on the financial markets in the event ofminimum guarantees being offered.These risks are reduced on two levels:- Upstream, through the underwriting policy (highlyselective choice of risks, restrictions on concentrations,capping of retention thresholds, application of high unitdeductibles);- Downstream, through the reinsurance policy (cession ofshare in risks, capping of larger claims, limitation of thenumber of occurrences per event).FINANCIAL AND INSURANCERISK MANAGEMENTPART03199

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.10SHARE-BASED PAYMENTS3.10.1 :: Monitoring of stock optionschemes* Plan subject to compliance with economic targets.Plan n°9 Plan n°10 Plan n°12 Plan n°13 Plan n°15 Plan n°16 Plan n°17Date of Board of Directors /Supervisory Board meetingTotal number of shares offeredon plan dateApr 24 th , 03 Apr 29 th , 04 Apr 28 th , 05 Apr 28 th , 06 Jul 10 th , 06 Apr 26 th , 07 Apr 26 th , 0737,000 44,000 65,000 70,000 116,000 40,000 21,000Option exercise start date Apr 25 th , 08 Apr 30 th , 09 May 5 th , 09 Apr 29 th , 10 Jul 11 th , 10 Apr 27 th , 13 Apr 27 th , 11Maturity Apr 25 th , 10 Apr 30 th , 11 Apr 30 th , 11 Apr 28 th , 12 Jul 10 th , 12 Apr 26 th , 14 Apr 26 th , 13Subscription price € 13.91 € 15.94 € 23.43 € 42.32 € 39.42 € 40.56 € 40.56NUMBER OF STOCK OPTIONSAT END DECEMBER 20090 10,000 20,000 27,000 71,000 20,000 8,000Date of Board of Directors /Supervisory Board meetingPlan n°18 Plan n°19 Plan n°20 Plan n°21 Plan n°22 Plan n°23 Plan n°24Apr 26 th , 07 Apr 24 th , 08 Apr 24 th , 08 Apr 23 rd , 09 Apr 23 rd , 09 Apr 23 rd , 09 Aug 31 st , 09SHARE-BASEDPAYMENTSTotal number of shares offeredon plan date226,000 60,000 82,500 77,000 73,000* 85,500* 15,000Option exercise start date Apr 27 th , 11 Apr 24 th , 13 Apr 24 th , 12 May 13 th , 13 May 13 th , 13 May 13 th , 13 Sep 15 th , 13Maturity Apr 26 th , 13 Apr 23 rd , 15 Apr 23 rd , 14 May 12 th , 15 May 12 th , 15 May 12 th , 15 Sep 14 th , 15Subscription price € 40.56 € 31.08 € 31.08 € 22.53 € 22.53 € 22.53 € 27.08NUMBER OF STOCK OPTIONSAT END DECEMBER 2009138,000 30,000 18,500 72,000 73,000 80,500 15,000PART03200

03. CONSOLIDATED FINANCIAL STATEMENTSFurthermore, the Board of Directors awarded bonus sharesas authorized by the Combined General Meeting on April24 th , 2008. The value of the benefits awarded has beendetermined based on the share price on the awarding dateand in light of the conditions associated with the bonusshares being awarded.In accordance with IFRS 2, the cost of share-basedcompensation schemes for employees is recorded in theconsolidated financial statements.In this respect, the amount recorded for 2009 came to 955thousand euros.3.10.2 :: Valuation model usedThe Merton model, based on the Black and Scholesmodel, has been used.The assumptions for the valuation and the fair value ofoptions are presented below:Fair value of stock options 2009 2008Dividend rate 1.5 % 1.0 %Volatility 26 % 30 %Risk-free rate 3.1 % 4 %Average weighted fair value ofoptions on date granted€ 5.2 € 11.36The expected dividend assumption is based on themarket consensus.The risk-free interest rate is based on the Frenchgovernment bond rate curve for the correspondingmaturity.SHARE-BASEDPAYMENTSPART03201

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.11INVESTMENTSCapital expenditure during the period is linked directlyto the Group's development projects. In this respect, investmentsfocused primarily on:- Intangible fixed assets: filing of brands, acquisition ofbusiness assets and lease rights, as well as IT developments;- Tangible fixed assets: fittings and furniture in connectionwith the development of the store networks.INVESTMENTSPART03202

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.12OFF-BALANCE SHEET COMMITMENTSThe Group’s off-balance sheet commitments in relationto third parties were as follows at December 31 st , 2009:In thousand euros Commitments given Commitments receivedCollateral 301 50,225 (1)MortgagesGuarantees 6,712 115Other 226 165TOTAL 7,239 50,505(1)Collateral received in connection with reinsurance operationsCommitments to buy out minority interestsThe commitments to buy out minority interests whichhave not been restated in view of the principles appliedby the Group concern the following companies:In thousand eurosMinorityinterestMinoritycommitmentto sellGroupcommitmentto purchaseOption periodCAEG 30 % Yes Yes Jan 1 st , 13 to Jun 30 th , 31Canada WorldWide 14 % Yes Yes From Jan 1 st , 13CORIS International 34 % Yes Yes Jan 1 st , 13 to Jun 30 th , 23ESCAPADE 40 % Yes No From Apr 30 th , 11Genç Sigorta 40 % Yes Yes Jan 1 st , 14 to Jun 30 th , 18Insurety 30 % Yes Yes Jan 1 st , 13 to Jun 30 th , 18OGB 30 % Yes Yes Jan 1 st , 13 to Jun 30 th , 23SANO CONCEPT 45 % Yes Yes From Jan 1 st , 15OFF-BALANCE SHEETCOMMITMENTSPART03203

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.13NET INCOME AND DIVIDENDSThe company calculates earnings per share and fullydiluted earnings per share:Earnings per share do not factor in any potential shares.They are drawn up based on the weighted averagenumber of shares outstanding over the year.Fully diluted earnings per share are determined factoringin any dilutive shares issued in connection with stockoption schemes.Earnings per share can be presented as follows:December 31 st , 2009NET INCOME 72,701Weighted number of ordinary shares at year-start (thousands) 40,874Shares issued excluding optionsOptions exercised 20Treasury stock - 327WEIGHTED NUMBER OF ORDINARY SHARES 40,567NET INCOME PER SHARE 1.79Dilutive instruments: stock options 583WEIGHTED NUMBER OF ORDINARY SHARES AFTER INTEGRATIONOF POTENTIALLY DILUTIVE INSTRUMENTSNET INCOME (FACTORING IN IMPACT OF DILUTIVE INSTRUMENTS AS RELEVANT)41,150DILUTED NET EARNINGS PER SHARE 1.77NET INCOMEAND DIVIDENDSDividends paid in 2009, 2008 and 2007 relative to 2008,2007 and 2006 came to 14,972 thousand euros (€ 0.37per share), 17,851 thousand euros (€ 0.44 per share) and16,227 thousand euros (€ 0.4 per share).A dividend of 0.44 euro per share, representing a totaldividend payment of 17,993 thousand euros, will be putforward for approval at the general shareholders’ meetingon April 22 nd , 2010.PART03204

03. CONSOLIDATED FINANCIAL STATEMENTSNOTE 3.14STATUTORYAUDITING FEESAuditStatutory auditing, certification, review of individual andconsolidated accounts:IssuerFully-consolidated subsidiariesAmount (before tax)in thousand eurosMazars2009 2008 2009 2008Other audits and services linked directly to statutory auditingassignmentIssuerFully-consolidated subsidiaries 200 417 16 % 35 %Sub-total 1,202 1,206 100 % 100 %Other services provided by networks to fully-consolidatedsubsidiariesLegal, tax, socialOther (to be specified if >10% of audit fees)Sub-totalTOTAL 1,202 1,206 100 % 100 %45957457444 %80 %%4 %62 %AuditStatutory auditing, certification, review of individual andconsolidated accounts:IssuerFully-consolidated subsidiariesOther audits and services linked directly to statutory auditingassignmentIssuerFully-consolidated subsidiariesAmount (before tax)in thousand eurosDeloitte2009 2008 2009 2008Sub-total 218 206 100 % 100 %Other services provided by networks to fully-consolidatedsubsidiariesLegal, tax, socialOther (to be specified if >10% of audit fees)Sub-totalTOTAL 218 206 100 % 100 %351833517116 %84 %%17 %83 %STATUTORYAUDITING FEESPART03205

03. CONSOLIDATED FINANCIAL STATEMENTSAmount (before tax)in thousand eurosOther2009 2008 2009 2008AuditStatutory auditing, certification, review of individual andconsolidated accounts:IssuerFully-consolidated subsidiaries 19 94 100 % 100 %Other audits and services linked directly to statutory auditingassignmentIssuerFully-consolidated subsidiariesSub-total 19 94 100 % 100 %Other services provided by networks to fully-consolidatedsubsidiariesLegal, tax, socialOther (to be specified if >10% of audit fees)Sub-totalTOTAL 19 94 100 % 100 %%NOTE 3.15POST-BALANCE SHEETEVENTSPOST-BALANCE SHEETEVENTSPART03APRIL GROUP sold on March 1 st , 2010 100% of theshare capital of APRIL Solutions to CWI Group.206

03. CONSOLIDATED FINANCIAL STATEMENTSSTATUTORYAUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTSDear Shareholders,:: APRIL GROUPFrench limited company (Société Anonyme)with share capital of € 16,357,654Head office: 83/85 boulevard Vivier Merle69487 LYON Cedex 03RCS LYON 377 994 553Year ended December 31 st , 2009:: Mazars131, boulevard de Stalingrad69100 VILLEURBANNE:: Deloitte & Associés185, avenue Charles de Gaulle92200 NEUILLY-SUR-SEINEPursuant to the mandate given to us at the GeneralMeeting, please find hereafter our report relative to thefinancial year ended December 31 st , 2009 on:- Our audit of the consolidated financial statements ofAPRIL GROUP, as appended to the present report,- The basis for our opinions,- The specific procedures and information required underFrench law.The consolidated financial statements are theresponsibility of the Board of Directors. Our responsibilityis to express an opinion on these accounts based on ouraudit.I:: Opinion on the consolidated financial statementsWe conducted our audit in accordance with the industrystandards applicable in France. These standards requirethat we plan and perform the audit to obtain reasonableassurance that the consolidated financial statements arefree from any material misstatements. An audit includesexamining, on a test basis, evidence supporting theamounts and information contained in these accounts.An audit also involves assessing the accounting methodsand principles used and the significant estimates madewhen drawing up the accounts, as well as evaluatingthe overall presentation of the financial statements. Webelieve that our audit provides a reasonable basis for theopinion presented hereafter.STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTSPART03207We certify that the consolidated financial statements are,in view of IFRS, as adopted within the European Union,fair and accurate and faithfully reflect the assets, liabilities,financial position and earnings of the consolidated group

03. CONSOLIDATED FINANCIAL STATEMENTScomprising the various entities included in the basis forconsolidation.Without calling into question the opinion expressedabove, we would like to draw your attention to Notes1.1.2 and 1.1.3, which refer to the new standards appliedearly or on a compulsory basis.II :: Basis for our opinionsPursuant to the provisions of Article L.823-9 of the FrenchCommercial Code relative to the forming of our opinions,we would like to draw your attention to the followingpoints:- At each close of accounts, the company systematicallycarries out an impairment test on goodwill and assetswith an indefinite lifespan and also determines whetherthere are any signs of a long-term impairment in assets,based on the conditions set out in Note 1.16 to thefinancial statements. We have reviewed the conditionsfor the implementation of this impairment test, as wellas the cash flow forecasts and assumptions used, andwe have checked to ensure that Notes 1.16, 5.7 and 6.1provide appropriate information.The assessments made in this way are part of our audit ofthe annual financial statements in general and thereforecontributed to the formation of our opinion expressed inthe first part of this report.III :: Specific procedures and informationIn accordance with the industry standards applicable inFrance, we have also verified the information given in thereport on the Group's management.We do not have any observations to make regardingthe sincerity of this information or its application for theconsolidated financial statements.Neuilly-sur-Seine and Villeurbanne, March 5 th , 2010The Statutory Auditors:: Deloitte & AssociesOlivier RosierJean-Claude Lemaire:: MazarsGilles Magnan- Notes 1.17, 1.22 and 1.28 to the financial statementspresent the accounting methods for recognizing andvaluing financial assets and liabilities. In connection withour assessment of the accounting principles appliedby your company, we have verified the appropriatenature of the accounting methods indicated above andthe information provided in the notes to the financialstatements, and more specifically Note 6.4.- Certain technical items that are specific to insuranceand reinsurance and the assets and liabilities in yourcompany's consolidated accounts are estimated based onstatistical and actuarial elements, including underwritingprovisions. The conditions for determining these elementsare presented in Note 1.24 to the consolidated financialstatements. We have assessed the reasonable natureof the assumptions retained in the calculation modelsused, notably with regard to the Group's experience,its regulatory and economic environment as well as theoverall consistency of such assumptions.STATUTORY AUDITORS’ REPORTON THE CONSOLIDATED FINANCIAL STATEMENTSPART03208

04STATUTORY FINANCIALSTATEMENTS

04. STATUTORY FINANCIAL STATEMENTSCHAPTER 4APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST , 2009Income statement(See next page)APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST, 2009PART04210

04. STATUTORY FINANCIAL STATEMENTSIncome statement(in thousand euros)Note 2009 2008 2007REVENUES 4.11Operating subsidies 137 75Write-backs on amortization and provision 4.10 443 2,913 510Transferred expenses 691 238Other income 1TOTAL OPERATING REVENUES 1,271 3,227 510Other purchases and external expenses 4.12 2,392 2,296 2,472Tax 437 402 318Salaries and wages 2,027 2,122 2,057Payroll taxes 1,188 1,001 1,067Fixed asset depreciation 4.2.2 219 206 192Fixed asset provisionsCurrent asset provisionsProvisions for contingencies and losses 4.10 15,657 8,490 4,861Other expenses 90 82 92TOTAL OPERATING EXPENSES 22,010 14,599 11,059OPERATING INCOME - 20,739 - 11,372 -10,549Dividends received 70,343 65,497 94,246Other financial income 4,077 6,095 11,617Financial expenses 2,333 6,628 1,817NET FINANCIAL INCOME 4.13 72,086 64,964 104,046CURRENT INCOME BEFORE TAX 51,347 53,592 93,497Non-recurring revenues 134 105 25,248Non-recurring expenses 98 84 22,884NON-RECURRING INCOME 4.14 36 21 2,364INCOME BEFORE TAX 51,383 53,613 95,861Employee profit-sharingCorporate income tax 4.15 - 18,272 - 12,008 - 8,797APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST, 2009PART04211NET INCOME 69,655 65,621 104,658

04. STATUTORY FINANCIAL STATEMENTSBalance sheet in thousand eurosBalance sheet(in thousand euros)Note 2009 2008 2007AssetsGrossDepreciationandprovisionsNet Net NetIntangible fixed assets 4.2 1,242 1,192 50 159 201Tangible fixed assets 4.2 1,221 914 307 385 243Long-term investments 4.2/4.4 372,569 3,067 369,502 326,019 268,478FIXED ASSETS 375,032 5,173 369,859 326,563 268,922Advances and pre-paid orders 4.5 26 26 44 212Trade and related receivables 4.5 42Other accounts receivable 4.5 38,074 38,074 5,362 5,972Marketable securities 4.7/4.4 24,374 24,374 30,428 19,197Cash 163 163 151 361CURRENT ASSETS 62,638 62,638 35,985 25,784Adjustment accounts and related 4.5 99 99 124 117TOTAL 437,770 5,173 432,597 362,672 294,823Liabilities Note 2009 2008 2007Share-capital 4.8 16,358 16,350 16,324Paid-in capital 12,683 12,381 11,392Legal reserves 1,635 1,632 1,629Regulated reservesOther reserves 204,630 204,630 117,932Retained earnings 50,843 196 90Fiscal year income 69,655 65,621 104,658SHAREHOLDERS' EQUITY 4.9 355,804 300,810 252,025PROVISIONS FOR CONTINGENCIES AND LOSSES 4.10 31,208 15,994 10,418Borrowings and debt with credit institutions 4.5 30,000 30,002 30,000Pre-booked income on work-in-progressAccounts payable and related 4.5 365 291 531Other liabilities 4.5 15,199 15,575 1,849DEBTS 4.5 45,564 45,868 32,380Adjustment accounts and related 21TOTAL 432,597 362,672 294,823APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST, 2009PART04212

04. STATUTORY FINANCIAL STATEMENTSCash-flow statementCash-flow statement(in thousand euros)2009 2008 2007Cash position at year-start 30,579 19,559 25,790Cash-flow 84,538 73,242 100,169Of which, dividends received from subsidiaries 70,343 65,497 94,246Change in workin capital requirements - 35,656 4,215 - 4,205NET CASH-FLOW FROM HOLDING COMPANY COORDINATION ACTIVITIES 48,882 77,457 95,964Investment operationsAcquisition of intangible fixed assets - 29 - 51 - 249Acquisition of tangible fixed assets - 25 - 283 - 44Disposal of tangible and intangible fixed assets 23 28Acquisition of equity securities - 55,387 - 34,599 - 180,581Disposal of equity securities 65 6,000 25,182Acquisition of other long-term investments - 5,205 - 34,124 - 124,519Disposal of other long-term investments 20,326 13,429 162,841NET CASH-FLOW FROM INVESTMENT OPERATIONS - 40,232 - 49,600 - 117,370Financing operationsSum received for capital increase linked to exercising of stock options 310 1,014 1,402Dividends paid out to parent company shareholders - 15,002 - 17,851 - 16,227Loans drawn down 30 000Loans paid backNET CASH-FLOW FROM FINANCING OPERATIONS - 14,692 - 16,837 15,175CASH POSITION AT YEAR-END 24,537 30,579 19,559Of which:Marketable securities 22,091 28,164 18,230Treasury stock classified as marketable securities 2,283 2,264 967Cash and cash equivalents 163 151 362APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST, 2009PART04213

04. STATUTORY FINANCIAL STATEMENTS:: HighlightsCapital transactions relating to APRIL GROUP SA’sequity interestsThe following transactions were carried out in 2009:- Subscription to capital increases in the followingcompanies:- Axeria Iard for € 15 million;- APRIL North America for € 3.2 million;- APRIL INTERNATIONAL for € 40 million;- APRIL Web Acces Factory for € 0.03 million.Equity disposalsThe following transactions were carried out in 2009:- Sold to APRIL PATRIMOINE: 100% of APRIL Delta’sshare capital ;- Sold to SANO CONCEPT Holding: 100% of APRILKappa’s share capital ;APRIL GROUP STATUTORY FINANCIAL STATEMENTSAT DECEMBER 31 ST, 2009PART04214

04. STATUTORY FINANCIAL STATEMENTSNotes toTHE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST , 2009The notes below represent an integral part of theannual financial statements and make up the notesto the balance sheet for the year ended December31 st , 2009, with a net total of 432,597 thousandeuros, and the income statement for the year, with aprofit of 69,655 thousand euros.The financial year lasts 12 months and runs fromJanuary 1 st to December 31 st , 2009.The annual financial statements were approved bythe Board of Directors on March 4 th , 2010.The APRIL GROUP SA statutory financial statementsare included in the consolidated Group financialstatements of APRIL GROUP.The Group consolidated financial statements ofAPRIL GROUP are included in the consolidatedfinancial statements of EVOLEM SA.Note 4.1 - Accounting methods and principles....216Note 4.2 - Fixed assets..........................................219Note 4.3 - Equity interests.....................................221Note 4.4 - Treasury stocksand warrants awarded...........................................222Note 4.5 - Receivables and payables....................223Note 4.6 - Breakdown of net trade payables........224Note 4.7 - Marketable securities............................225Note 4.8 - Share capital structure..........................226Note 4.9 - Change in shareholders’ equity............227Note 4.10 - Prov. for contingencies and losses....228Note 4.11 - Revenues............................................229Note 4.12 - External expenses..............................229Note 4.13 - Financial income.................................230Note 4.14 - Non-recurring items............................231Note 4.15 - Corporate income tax.........................231Note 4.16 - Commitments given and received.....232Note 4.17 - Average headcount............................ 232Note 4.18 - Executive compensation....................233Note 4.19 - Individual training entitlement.............233Note 4.20 - Post-balance sheet events.................233NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04215

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.1ACCOUNTING METHODS AND PRINCIPLESThe Company’s financial statements are drawn up inaccordance with the provisions of the general Frenchchart of accounts (Plan Comptable General) approved bythe Ministerial Decree of June 22 nd , 1999 published in theofficial gazette on September 21 st , 1999.The accounting standards have been applied inaccordance with the principle of conservatism, in linewith the following basic assumptions, which seek toprovide a faithful image of the Company:- Continued operations,- Unchanged accounting methods from one financialyear to the next,- Independent financial years.The basic method used for valuing items booked in theaccounts is the historical cost method.4.1.1 :: Intangible fixed assetsThe APRIL brand has been amortized in full.Software is valued at its acquisition price.Amortization charges are calculated on a straight-linebasis depending on the actual useful life, ranging fromone to three years.4.1.2 :: Tangible fixed assetsTangible fixed assets are valued on an acquisition pricebasis.Amortization charges are calculated on a straight-linebasis depending on the actual useful life, in line with thefollowing general periods:- General installations and fittings 8 years- Transport equipment 5 years- Office equipment 5 years- IT equipment 3 years- Furnishings 5 yearsIn accordance with the provisions of CRC regulation2002-10 relative to the amortization and depreciation ofassets, any signs of impairment in value are looked forat the close of accounts and when drawing up interimstatements.As relevant, a depreciation charge may be valued andrecorded.4.1.3 :: Equity interestsEquity interests are booked gross at their acquisitionprice, including any directly related acquisition costs.Equity interests are valued based on their going value:- The going value of equity interests is calculated in linewith a method based notably on the discounted futurecash-flow and net asset value, as per the medium-termbusiness plans;- When the going value is below the book value, aprovision for impairment is recorded for the difference.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04216

04. STATUTORY FINANCIAL STATEMENTS4.1.4 :: Loans and receivables4.1.8 :: Retirement benefitsLoans and receivables are valued at their par value. Aprovision for impairment is recorded when the recoverablevalue is less than the book value.4.1.5 :: Other long-term investmentsOther long-term investments recorded on the balancesheet at their acquisition price comprise deposits,sureties and treasury stock. A provision for impairmentis recorded when the recoverable value is lower than thebook value.Commitments relative to retirement benefits are valuedbased on the likely fair value of the entitlements acquired,taking into consideration the legal provisions and nationalwage bargaining agreements in force, based on actuarialhypotheses primarily factoring in wage rises through toretirement age, staff turnover and mortality tables. Thecommitments calculated in this way are transferred to aninsurance company as a defined benefits contract.4.1.9 :: Foreign currencytransactions4.1.6 :: Marketable securitiesMarketable securities are booked at their acquisitioncost.Treasury stock acquired under the liquidity agreementare valued at the closing price on the last day’s tradingfor the year.Other marketable securities are valued at their last knownstock price or at the last net asset value for UCITS.A provision is booked when the inventory value is lowerthan the book value.4.1.7 :: Provisions for contingenciesand lossesTransactions in foreign currencies are booked atthe exchange rate in force for the transaction date.Receivables and payables are valued at the closingexchange rate or at their hedging price. Any differenceresulting from the discounting of receivables and payablesin foreign currencies is recorded under foreign currencyadjustments. Any unrealized foreign currency losses aresubject to a provision for liabilities, as relevant.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009Provisions for contingencies and losses comprisecommitments on which the due date or amount isuncertain and results from commercial, industrial tribunalor other risks.Each known dispute in which APRIL GROUP SA isinvolved is examined at the close of accounts by theBoard of Directors, further to recommendations fromexternal advisors if relevant, with the provisions deemednecessary recorded to cover the estimated risks.PART04217

04. STATUTORY FINANCIAL STATEMENTS4.1.10 :: Corporate income taxAPRIL GROUP is at the head of the tax consolidationgroup comprising: APRIL GROUP and its subsidiaries:APRIL Assurances, APRIL GROUP DOMMAGESPARTICULIERS, APRIL Premium, APRIL Mobilité,APRIL Patrimoine, APRIL GROUP CORPORATE, TMSCONTACT, APRIL GROUP PREVOYANCE SANTE, APRILConseils, APRIL Santé, APRIL INTERNATIONAL, ALLOAssurances, CIARE, Axeria Iard, Axeria Prévoyance,CGCA, Solucia Protection Juridique, GI2A, APRILImmobilier, SASCO, SEPCOFI, Axeria Vie, Europassur,APRIL GROUP VIE EPARGNE, ISR COURTAGE, APRILSolutions Entreprises, APRIL Assurances Entreprises,APRIL Partenaire Pro, APRIL Marketing Solutions, APRILSolutions, APRIL Omega, APRIL Vie Conseil, APRILGamma, APRIL Sigma, Mutant Assurances, Cannassur,MGR Mutant, LE France, Papillon and Réassur in whichthe Group has a direct or indirect interest of over 95%.Tax expenses are borne by consolidated companies in thesame way as if there were no tax consolidation structure.Tax savings made by the Group linked to losses recordedby consolidated companies, are booked against earningsin APRIL GROUP’s accounts and subject to a provisionto cover the risk of having to reimburse corporate incometax on losses used by APRIL GROUP if subsidiariesbecome profitable again.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04218

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.2FIXEDASSETS4.2.1 :: Gross valuesIn thousand euros Jan 1 st , 2009 Increases Decreases Dec 31 st , 2009INTANGIBLE FIXED-ASSETS 1,213 29 1,242General installations and fittings 545 11 556Transport equipment 60 60IT and office equipment and furnishings 614 14 22 606Fixed assets investments underwayTANGIBLE FIXED-ASSETS 1,219 25 22 1,221Other equity interests 268,947 58,259 74 327,132Equity interest-related receivablesLoans and other long-term investments 60,558 5,205 20,326 45,437LONG-TERM INVESTMENTS 329,505 63,464 20,400 372,569TOTAL 331,937 63,518 20,422 375,032The significant changes recorded over the year on “otherequity interests” primarily reflect transactions carried outon the capital of APRIL GROUP SA subsidiaries and presentedin the “highlights” section in these notes.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04219

04. STATUTORY FINANCIAL STATEMENTS4.2.2 :: DepreciationPosition and changes over the year(in thousand euros)Jan 1 st , 2009 Increases Decreases Dec 31 st , 2009INTANGIBLE FIXED ASSETS 1,054 138 1,192General installations and fittings 296 43 339Transport equipment 5 12 17Office equipment and furnishings 533 26 2 558TANGIBLE FIXED ASSETS 834 81 2 914TOTAL 1,888 219 2 2,1064.2.3 :: ProvisionsPosition and changes over the year(in thousand euros)In accordance with the principles in force, a provisionwas booked for the impairment of treasury stock classedunder other long-term financial investments at December31 st , 2009.4.2.4 :: Intangible fixed assetsIntangible fixed assets totaled 1,242 thousand eurosand can be broken down as follows:- April brand 686 thousand euros- Software 556 thousand eurosJan 1 st , 2009 Increases Decreases Dec 31 st , 2009Depreciation of long-term investments 3,485 418 3,067TOTAL 3,485 418 3,067NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04220

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.3EQUITYINTERESTSDetailed information on eachsubsidiary and equity interest forwhich the value exceeds 1% of thecapital of the company subject todisclosureCapitalShareholders'equity otherthan capitalShare incapital held(%)Earnings(profit orloss fromlast yearended)In thousand eurosSubsidiaries (held at more than 50%)Axeria Iard 38,000 - 23,200 100 % - 23,217Axeria Insurance Company 3,840 - 240 100 % - 240Solucia Protection Juridique 7,600 443 100 % 452APRIL INTERNATIONAL 56,038 - 3,177 100 % - 1,490APRIL GROUP VIE EPARGNE 20,037 - 403 100 % - 7APRIL North America 7,647 - 680 100 % - 17APRIL GROUP DOMMAGES PARTICULIERS 75,039 2,157 100 % 19,941Axeria Prévoyance 31,000 36,123 100 % 12,067APRIL GROUP PREVOYANCE SANTE 501 10,634 100 % 40,556APRIL GROUP CORPORATE 49,083 6,589 100 % 1,221APRIL Mediterranean Limited 17,000 15,883 100 % 8,786General information on allsubsidiaries and equity interestsIn thousand eurosFrenchsubsidiariesForeignsubsidiariesFrench equityinterestForeign equityinterestNOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04Book value of securities held:Gross 297,273 29,750 109Net 297,273 29,750 109Loans and advances granted:Gross 36,209 65Net 36,209 65Deposits and guarantees givenTotal dividends received 69,037 1,306221

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.4TREASURY STOCKAND WARRANTS AWARDED4.4.1 :: Treasury stock4.4.2 :: WarrantsIn accordance with the authorization granted at thegeneral meeting on April 27 th , 2007, APRIL GROUP SAhas continued rolling out its share buyback program. Inthis way, APRIL GROUP bought back 252,695 sharesfor a total of 6,097 thousand euros, and sold off 255,038shares for a total of 6,153 thousand euros. Income fromthese disposals came to -62 thousand euros, recordedunder financial income.At December 31 st , 2009, the company held 327,443shares:- The treasury stock allocated to a buyback program inconnection with external growth operations or intendedto cover stock option schemes or schemes to awardshares to staff (not yet decided) are recorded under longtermfinancial investments.- The shares allocated to the market-making agreementfor the share or the free allocation of shares to staff(decided by the Board of Directors as authorized bythe combined general meeting on April 24 th , 2008) arerecorded under marketable securities.In accordance with the Board fo Directors' decisionson April 24 th , 2009, 225,500 warrants were granted toemployees or managers from APRIL GROUP SA or itssubsidiaries (exercise price: € 22.53).In accordance with the Board fo Directors' decisions onSeptember 15 th , 2009, 15,000 warrants were granted toemployees or managers from APRIL GROUP SA or itssubsidiaries (exercise price: € 27.08).583,000 warrants were still available for exercising at theend of 2009.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04222

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.5RECEIVABLES AND PAYABLESAccounts receivablein thousand eurosGross Up to 1 year Over 1 yearAdvances and deposits paid on orders 26 26Other trade receivablesGroup and partners 37,141 37,141Other receivables 933 933Pre-booked expenses 99 99TOTAL 38,199 38,199Accounts receivable in relation to other Group companiescame to a total of 37,141 thousand euros primarilycorresponding to tax receivables due by companies thatare members of the tax consolidation group (7,196 thousandeuros) and cash advances granted to subsidiariesfor 29,945 thousand euros.Accounts payablein thousand eurosGross Up to 1 year Over 1 yearEquity interest-related liabilities 42,873 12,873 30,000Bank borrowingsTrade payables and related 365 365Tax and social security-related liabilities 1,093 1,093Group and partners 1,144 1,144NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04Other liabilities 89 89Pre-booked income 21 21223TOTAL 45,585 15,585 30,000Equity interest-related liabilities primarily comprise ESDIsset up with Group companies and outstanding paymentson equity securities.

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.6BREAKDOWN OFNET TRADE PAYABLESMaturity_'000Trade payables 2009 Trade payables 2008Invoices not due payable within 30 days of end of the month 122 56Invoices due – late payment < 30 days 12 16Invoices due – late payment > 30 days and < 60 daysInvoices due – late payment > 60 days 142 143BALANCE FOR TRADE PAYABLES 276 215Invoices not received 89 76TOTAL TRADE PAYABLES AND RELATED 365 291At December 31 st , 2009, the balance for trade payablesrepresented 276 thousand euros, with the followingbreakdown:- 44% for invoices not due payable within 30 days of theend of the month in which the invoice was issued,- 56% for invoices due, with the failure to comply withthe terms of payment on these invoices due to specificreasons (disputing the invoice or waiting to receive acredit note).NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04224

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.7MARKETABLESECURITIESMarketable securities came to 24,374 thousand eurosat December 31 st , 2009 and can be broken down asfollows:Marketable securitiesin thousand eurosIn accordance with French National Accounting Board(CNC) Recommendation 2008-17 from November 6 th ,2008, the bonus shares awarded to staff have beenclassed in a dedicated account. These shares areBook valueMarket valueMonetary UCITS 22,091 22,091Unrealizedcapital gainsand lossesTreasury stocks 2,283 1,879 - 404TOTAL 24,374 23,970 - 404not subject to any provision for impairment based ontheir realizable value, but are subject to a provision forexpenses depending on the conditions for acquisition.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04225

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.8SHARE CAPITALSTRUCTUREShare capital structureIn euroNumber of shares comprising the share capitalat year-start2009 2008 200740,874,485 40,810,632 40,731,948Capital increase 19,650 63,853 78,684Number of shares comprising the share capital at year-end 40,894,135 40,874,485 40,810,632Earnings per share 1.70 1.61 2.56At December 31 st , 2009, APRIL GROUP SA’s share capitalcomprised 40,894,135 fully paid-up ordinary shares witha par value of 0.40 euro.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04226

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.9CHANGE INSHAREHOLDERS’ EQUITYChanges in shareholders’ equity in 2007/2008/2009SHAREHOLDERS' EQUITY AT YEAR END 2007€'000252,025Capital increase for 2008 1,014Dividends paid out - 17,851Other changesEarnings for 2008 65,621SHAREHOLDERS' EQUITY AT YEAR END 2008 300,810Capital increase for 2009 (1) 310Dividends paid out - 14,971Other changesEarnings for 2009 69,655SHAREHOLDERS' EQUITY AT YEAR END 2009 355,804(1)Resulting from the exercising of warrants granted/of which, issue premium: 302 thousand eurosNOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04227

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.10PROVISIONSFOR CONTINGENCIES AND LOSSESProvisions for contingencies and lossesin thousand eurosYear-start ContributionWritebacksYear endProvisions for disputesProvisions for pensionsOther provisions for contingencies and losses 15,994 15,657 443 31,208TOTAL PROVISIONS FOR CONTINGENCIES AND LOSSES 15,994 15,657 443 31,208Operating provisions and write-backs 15,994 15,657 443 31,208Financial provisions and write-backsNon-recurring provisions and write-backsOther provisions for contingencies and losses correspondto a 30,784 thousand euro provision for liabilitiesrelative to the use of subsidiary losses in line with the taxconsolidation system and 425 thousand euros in provisionsfor bonus shares awarded.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04228

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.11REVENUESThe holding company – APRIL GROUP – steers andmanages the Group. Its only resources are dividendsreceived from its equity interests and income from itsinvestments.NOTE 4.12EXTERNAL EXPENSESBreakdown of “ Other purchasesand external expenses ”in thousand euros2009 2008 2007IT services 182 157 22Consumables (electricity, administrative supplies, etc.) 49 51 54Property rentals 446 410 338NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009Furniture rental, maintenance and upkeep 168 103 216Insurance 14 83 12Fees, research and documentation 699 686 963Advertising and public relations 124 53 130Travel, assignments and entertainment 334 484 204PART04229External staff 112 4 75Other (training, banking services, telephone, postage) 264 265 458TOTAL 2,392 2,296 2,472

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.13FINANCIAL INCOMEFinancial incomein thousand euros2009 2008 2007FINANCIAL REVENUES 74,419 71,592 105,863Dividends 70,343 65,497 94,246Write-back of provision for depreciation of securities 558 2,267 6,735Interest income on current accounts 2,606 2,721 3,361Income from marketable securities 910 1,106 1,521Foreign exchange gains 2FINANCIAL EXPENSES 2,333 6,628 1,817Provision for depreciation on securitiesProvision for depreciation on long-term investments(excluding securities)Interest expense 1,942 2,427 635Loss on equity interest-related receivables 1,1823,625Net expenses from marketable securities 390 569Foreign exchange losses 1 6FINANCIAL INCOME 72,086 64,964 104,046APRIL GROUP SA has recorded 558 thousand euros inwrite-back of provision for impairment on its treasurystock.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04230

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.14NON-RECURRING ITEMSNon-recurring itemsin thousand euros2009 2008 2007NON-RECURRING REVENUES 134 105 25,248Income from disposal of tangible fixed assets 21 28Income from disposal of long-term investments 66 25,181Other non-recurring income 47 78 67NON-RECURRING EXPENSES 98 84 22,884Net book value of tangible fixed assets 21 28Net book value of long-term investments 74 22,884Other non-recurring expenses 3 56NON-RECURRING INCOME 36 21 2,364NOTE 4.15CORPORATEINCOME TAXNOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04231The application of the tax consolidation agreementgenerated 18,272 thousand euros in tax savings for thetax consolidation group. The company would not haverecorded any tax expense without this tax consolidationagreement.The tax savings, booked in the accounts of APRIL GROUP,linked to losses recorded by consolidated companiesthat are likely to benefit these same companies whenthey post profits again, came to 30,784 thousand eurosand are covered by a provision for liabilities booked forthe same amount.

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.16COMMITMENTS GIVENAND RECEIVED:: Commitments receivedBetter fortune clauseAfter APRIL GROUP SA granted APRIL GROUPCORPORATE (former APRIL Solutions) in 2005 the rightto write off its debt, it holds since then a better fortuneclause, for 3,450 thousand euros.Commitments to buy out minority interests: N/ANOTE 4.17AVERAGE HEADCOUNT2009 2008 2007Managers and manager equivalent 29 29 24Employees 1 1 1TOTAL 30 30 25NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04232

04. STATUTORY FINANCIAL STATEMENTSNOTE 4.18EXECUTIVECOMPENSATIONIn 2009, compensation (including attendance fees) forthe Chairman and members of the Board of Directorstotaled 153 thousand euros.The amount paid to the five highest earners came to 650thousand euros.NOTE 4.19INDIVIDUAL TRAININGENTITLEMENTIn accordance with the provisions of Law 2004-391 ofMay 4 th , 2004 relative to professional training, the Group’sFrench companies grant their employees an individualentitlement to a minimum of 20 hours per calendar year,which may be cumulated over up to six years, with, inthe event of them not have being used by the end of thisperiod, all such entitlements capped at 120 hours.NOTE 4.20POST-BALANCESHEET EVENTSNo expense was recorded in 2008, pursuant to the opinionissued by the Emergency Committee of the NationalAccounting Board (CNC) - number 2004-F dated October13 th , 2004.NOTES TO THE STATUTORY FINANCIAL STATEMENTS OF APRIL GROUP SAFOR THE YEAR ENDED DECEMBER 31 ST, 2009PART04233N/A

04. STATUTORY FINANCIAL STATEMENTSSTATUTORYAUDITORS' REPORTON THE ANNUAL FINANCIAL STATEMENTS:: MazarsLe Premium131, boulevard de Stalingrad69100 VILLEURBANNE:: Deloitte & Associes185, avenue Charles de Gaulle92200 NEUILLY-SUR-SEINE:: APRIL GROUPFrench limited company (société Anonyme)83-85, boulevard Vivier Merle69003 LYONYear ended December 31 st , 2009Dear Shareholders,Pursuant to the mandate given to us at the generalmeeting, please find hereafter our report relative to thefinancial year ended December 31 st , 2009 on:- Our audit of the annual financial statements of APRILGROUP SA, as appended to the present report,- The basis for our opinions,- The specific procedures and information required underFrench law.The annual financial statements are the responsibility ofthe Board of Directors. Our responsibility is to express anopinion on these accounts based on our audit.I :: Opinion on the annual financial statementsWe conducted our audit in accordance with the industrystandards applicable in France. These standards requirethat we plan and perform the audit to obtain reasonableassurance that the annual financial statements are freefrom any material misstatements. An audit includesexamining, on a test basis, evidence supporting theamounts and information contained in these accounts.An audit also involves assessing the accounting methodsand principles used and the significant estimates madewhen drawing up the accounts, as well as evaluatingthe overall presentation of the financial statements. Webelieve that our audit provides a reasonable basis for theopinion presented hereafter.We certify that the annual financial statements are, in viewof the industry standards and regulations applicable inFrance, fair and accurate and faithfully reflect the assets,liabilities, financial position and earnings of the companyat the end of this financial year.STATUTORY AUDITORS' REPORTON THE ANNUAL FINANCIAL STATEMENTSPART04234

04. STATUTORY FINANCIAL STATEMENTSII :: Basis for our opinionsPursuant to the provisions of Article L. 823-9 of theFrench Commercial Code relative to the forming of ouropinions, we would like to draw your attention to thefollowing points:A significant percentage of your company’s assetsare made up of equity interests, which are valued inaccordance with the method indicated in Section 1.3. ofthe notes to the annual financial statements. Based onthe information available to date, we have reviewed theapproach adopted and the calculations performed by thecompany and assessed the resulting valuations.The assessments made in this way are part of our audit ofthe annual financial statements in general and thereforecontributed to the formation of our opinion expressed inthe first part of this report.III :: Specific procedures and informationWe also performed the specific procedures requiredunder French law.We do not have any observations to make regardingthe accuracy of the information given in the Board ofDirectors' Management Report and the documentssubmitted to shareholders on the financial position andthe annual financial statements, or its consistency withthe annual accounts.With regard to the information provided in accordancewith the provisions of Article L.225-102-1 of the Frenchcommercial code concerning executive pay and benefits,as well as the commitments made to them, we havechecked its consistency with the accounts or with thedata used as a basis for drawing up such accountsand, as relevant, with the elements collected by yourcompany from companies controlling or controlled byyour company. On the basis of our work, we are able tocertify the true and accurate nature of such information.As required by law, we have ensured that the differentinformation relative to equity and control investmentsand identity of shareholders has been provided to you inthe Management Report.Villeurbanne and Neuilly-sur-Seine, March 5 th 2010The statutory auditors:: MazarsGilles Magnan:: Deloitte & AssociésJean-Claude LemaireOlivier RosierSTATUTORY AUDITORS' REPORTON THE ANNUAL FINANCIAL STATEMENTSPART04235

04. STATUTORY FINANCIAL STATEMENTSSTATUTORYAUDITORS' SPECIAL REPORTON REGULATED AGREEMENTS AND COMMITMENTS:: MazarsLe Premium131, boulevard de Stalingrad69100 VILLEURBANNEDear Shareholders,In our capacity as your company’s Statutory Auditors,please find hereafter our report on regulated agreementsand commitments.:: Deloitte & Associes185, avenue Charles de Gaulle92200 NEUILLY-SUR-SEINE:: APRIL GROUPFrench limited company (société Anonyme)83-85, boulevard Vivier Merle69003 LYONYear ended December 31 st , 2009:: Agreements and commitments authorized during the yearPursuant to Article L. 225-40 of the French commercialcode, we have been advised of agreements andcommitments previously authorized by your Board ofDirectors.We are not required to ascertain whether agreementsand commitments exist, but rather, to inform you, onthe basis of the information provided to us, of the termsand conditions of agreements that have been broughtto our attention, without commenting on their validityor relevance. It is your responsibility, under the terms ofArticle R.225-31, to evaluate the benefits of concludingsuch agreements prior to their approval.We conducted our audit in accordance with the industrystandards defined by the Compagnie Nationale desCommissaires aux Comptes. These standards requirethat we perform procedures to verify that the informationgiven to us is consistent with the underlying documents.STATUTORY AUDITORS' SPECIAL REPORTON REGULATED AGREEMENTS AND COMMITMENTSSecurities and pledgesNature and purpose: on June 25 th , 2009, the Board ofDirectors authorized APRIL GROUP SA to guarantee allthe commitments of its subsidiaries for a one-year periodand up to 15,000,000 euros.Terms: to date, APRIL GROUP SA has not been called onin relation to this commitment.PART04236

04. STATUTORY FINANCIAL STATEMENTS:: Agreements and commitments approved during previousyears that continued to apply over the past yearFurthermore, in accordance with the French commercialcode, we were informed that the following agreements andcommitments, which were approved in previous financialyears, continued to apply during the last financial year.APRIL GROUP SA taking out a subordinated loan forAxeria VieNature and purpose: on August 28 th , 2007, APRIL GROUPSA took out a 30 million euro subordinated loan issued byAxeria Vie in connection with the creation of the Life andSavings division. This loan, concluded for an indefiniteperiod, includes an option for Axeria Vie to pay it backahead of schedule, without any penalty, at the end ofthe 10 th year. This loan is subject to interest at 170 basispoints over the 10-year CMS rate. This operation hadbeen authorized by the Supervisory Board on December12 th , 2006.Terms: in 2009, the amount of charges paid by APRILGROUP SA relative to this loan totaled 1,938,276 euros.Villeurbanne and Neuilly-sur-Seine, March 5 th , 2010The statutory auditors:: MazarsGilles Magnan:: Deloitte & AssociésJean-Claude LemaireOlivier RosierTerms: in 2009, the interest received by APRIL GROUPSA relative to this loan totaled 1,938,276 euros.Axeria Vie taking out a loan for APRIL GROUP SANature and purpose: on August 28 th , 2007, Axeria Viegranted a 30 million euro loan to APRIL GROUP SA. Thisloan, taken out over a 10-year period, repayable at term,is subject to interest at 170 basis points over the 10-yearCMS rate. APRIL GROUP SA has the option to pay itback at any time, without any penalty. This operationwas authorized by the Board of Directors on August 28 th ,2007.STATUTORY AUDITORS' SPECIAL REPORTON REGULATED AGREEMENTS AND COMMITMENTSPART04237

04. STATUTORY FINANCIAL STATEMENTSCOMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010:: APRIL GROUPFrench limited company (société anonyme)with share capital of euro 16,349,794.Head office: 83-85, boulevard Vivier Merle69 487 LYON Cedex 03RCS LYON 377 994 553:: AGENDA:: ORDINARY RESOLUTIONS· Approval of the consolidated financial statements forthe year ended December 31 st , 2009;· Approval of the annual financial statements for the yearended December 31 st , 2009;· Allocation of earnings and setting of the amount ofdividends;· Statutory auditors’ special report on regulatedagreements and commitments, and approval;· Appointment of Mrs. Dominique Takizawa as director;· Setting of the amount of directors’ fees.· Authorization for the Board of Directors to buy backthe company’s own shares as provided for under ArticleL.225-209 of the French commercial code;:: EXTRAORDINARY RESOLUTIONS· Authorization to be granted to the Board of Directors tocancel shares bought back by the company as providedfor under Article L. 225-209 of the French commercialcode· Delegation of authority for the Board of Directors toincrease the capital through the incorporation of reserves,profits and/or premiums· Delegation of authority for the Board of Directors toincrease the capital through the issuing of ordinary sharesand/or marketable securities with an equity component,with preferential subscription rights maintained· Delegation of authority for the Board of Directors toincrease the capital through the issuing of ordinary sharesand/or marketable securities with an equity component,with preferential subscription rights waived· Delegation of authority for the Board of Directors toincrease the capital through the issuing of ordinary sharesand/or marketable securities with an equity component,with preferential subscription rights waived, based on aprivate placement· Authorization to increase the amount of issues in theevent of excess demand;· Delegation of authority for the Board of Directors toincrease the capital, for up to 10%, in return for anycontributions in kind comprising capital securities ormarketable securities with an equity component· Delegation of authority for the Board of Directors toincrease the capital through share issues reserved formembers of a company savings scheme in accordancewith Articles L. 3332-18 et seq of the French labor code(Code du travail)· Powers for formalitiesCOMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04238

04. STATUTORY FINANCIAL STATEMENTS:: RESOLUTIONS SUBMITTEDFOR APPROVAL AT THE ORDINARYGENERAL MEETING:: First resolution - Approval of the consolidated financialstatements for the year ended December 31 st , 2009The General Meeting, having taken note of the Board ofDirectors’ report, the Chairman's report and the StatutoryAuditors’ report on the consolidated financial statementsat December 31 st , 2009 approves these financialstatements as presented, with 72,701,421 euros in profit(Group share).:: Second resolution - Approval of the statutory financialstatements for the year ended December 31 st , 2009The General Meeting, having taken note of the Board ofDirectors’ report, the Chairman of the Board of Directors’report and the Statutory Auditors’ reports on the accountsfor the year ended December 31 st , 2009, hereby approvesthe annual financial statements as presented, as well asthe operations reflected in the said financial statementsor summarized in these reports, with 69,655,175.05euros in profit.The General Meeting also hereby approves the totalamount of expenses and charges of 17,358.00 euros,covered under Section 4 of Article 39 of the generalFrench tax code, as well as the corresponding tax.FISCAL YEAR:: Third resolution - Appropriation of income and settingthe amount of dividendsThe General Meeting, as recommended by the Board ofDirectors, decides to allocate income for the fiscal yearended December 31 st , 2009 as follows:SourceProfit for the year:69,655,175.05 eurosAllocation- Legal reserve 786.00 euros- Dividends 17,993,419.40 euros- Retained earnings 51,660,969.65 eurosThe General Meeting acknowledges that the dividend pershare is set at 0.44 euros, with the total amount paid outin this way eligible for the 40% rebate applicable underArticle 158-3-2 of the general French tax code.The ex-dividend date will be April 28 th , 2010This dividend will be paid out on May 3 rd , 2010If the company were to hold any of its own shares as onthe date that these dividends were paid out, the sumscorresponding to dividends not paid out on account ofsuch shares would be allocated to retained earnings.In accordance with the provisions of Article 243 ii of theGeneral French Tax Code, the Meeting acknowledgesthat it has been reminded of the dividends paid out overthe previous three years:INCOME ELIGIBLE FOR THE REBATEDIVIDENDS2006 € 16,992,779.20OTHER INCOMEPAID OUTINCOMENOT ELIGIBLEFOR THE REBATE2007 € 17,956,678.08 _ _2008 € 15,123,559.45 _ _COMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04239

04. STATUTORY FINANCIAL STATEMENTS:: Fourth resolution - Statutory auditors' report on regulatedagreements and commitments and approval of suchagreementsRuling on the special statutory auditors' report onregulated agreements and commitments presented to it,the General Meeting approves the agreements mentionedtherein.:: Fifth resolution - Appointment of Mrs. DominiqueTakizawa as a DirectorThe General Meeting decides to appoint Mrs. DominiqueTakizawa, residing at 83/85 boulevard Vivier Merle inLyon, France, as a Director, in addition to the memberscurrently serving, for a two-year term of office, endingfurther to the Meeting held in 2012 to approve thefinancial statements for the past year.:: Sixth resolution - Setting the amount of directors’ feesawarded to the Board of DirectorsThe General Meeting sets the total amount of directors’fees awarded to the Board of Directors at 115,000 eurosfor the year ended December 31 st , 2009.This applies to the current fiscal year.:: Seventh resolution - Share buyback program inaccordance with Article L. 225-209 of the Frenchcommercial codeHaving taken note of the Board of Directors’ report, theGeneral Meeting authorizes the Board of Directors, for an18-month period, in accordance with Articles L. 225-209et seq of the French commercial code, to conduct one ormore transactions at the times that it deems necessaryto purchase company shares up to a maximum of 5% ofthe share capital, adjusted as relevant in order to factor inany capital increase or reduction operations that may becarried out during the course of the program.This authorization terminates the authorization granted tothe Board of Directors at the Ordinary General Meetingon April 23 rd , 2009 in its seventeenth resolution.Acquisitions may be made with a view to:- Coordinating the secondary market or liquidity ofthe APRIL group share through an investment serviceprovider based on a liquidity agreement in line with theAMAFI compliance charter approved by the AMF;- Keeping the shares purchased and issuing them againsubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of the sharecapital;- Hedging stock-option schemes and other forms ofallocating shares to the Group’s employees and/orcorporate officers as provided for under French law,notably in connection with company profit-sharingsystems, a company savings scheme or the free allocationof shares;- Hedging any marketable securities entitling holdersto the allocation of shares in the company within theframework of the regulations in force;- Canceling any shares acquired as relevant, in accordancewith the authorization to be given by the present GeneralShareholders’ Meeting in its 8 th extraordinary resolution.Such transactions to purchase shares may be carriedout by any means, including the acquisition of blocksof securities, and at the times deemed necessary by theBoard of Directors.Such transactions may notably be carried out during apublic offering period in accordance with the regulationsin force.The company reserves the right to use derivatives inaccordance with the regulations in force.The maximum purchase price is set at 80 euros per share.In the case of an operation on the share capital, notablya stock split or consolidation or the free allocation ofshares, the aforementioned amount will be adjusted inthe same proportions (investment multiplier equal tothe ratio between the number of shares making up thecapital before the transaction and the number of sharesafter the transaction).The maximum amount of the operation is therefore set at163,576,540 euros.The General Meeting gives full powers to the Boardof Directors to perform such operations, define thecorresponding terms and conditions, enter into anyagreements required and perform all formalities.COMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04240

04. STATUTORY FINANCIAL STATEMENTS:: EXTRAORDINARY RESOLUTIONS:: Eighth resolution - Authorization to be granted to theBoard of Directors to cancel shares bought back by thecompany as provided for under Article L. 225-209 of theFrench commercial codeThe general meeting, having reviewed the Board ofDirectors’ report and the Statutory Auditors' report:1) Authorizes the Board of Directors to cancel, on itsdecisions alone and on one or more occasions forup to 10% of the capital calculated on the day of thecancellation decision, after deducting any sharescancelled over the previous 24 months, the shares thatthe company holds or may hold further to buybackoperations carried out in connection with Article L.225-209 of the French commercial code and to reducethe share capital accordingly in line with the legal andregulatory provisions in force,2) Sets the term of the present authorization for a periodof 24 months as of the date of the present generalmeeting, i.e. through to April 21 st , 2012,3) Gives full powers to the Board of Directors to performthe operations required for such cancellations andsubsequent reductions in the share capital, to amendthe company bylaws accordingly and to perform allformalities.:: Ninth resolution - Delegation of authority for the Board ofDirectors to increase the capital through the incorporation ofreserves, profits and/or premiumsThe general meeting, ruling under the quorum and majorityconditions required for ordinary general meetings, havingreviewed the Board of Directors' report and in accordancewith the provisions of Articles L. 225-129-2 and L. 225-130of the French commercial code:1) Authorizes the Board of Directors to increase the sharecapital, on one or more occasions, at the times and underthe conditions that it deems relevant, by incorporatingreserves, profits, premiums or other sums which may becapitalized into the capital, by issuing and freely awardingshares or by increasing the par value of existing ordinaryshares, or by combining these two approaches.2) Decides that, in the event of the Board of Directorsusing the present delegation, as provided for under ArticleL. 225-130 of the French commercial code, for a capitalincrease based on a free allocation of shares, entitlementsforming fractions of shares will not be able to be traded ortransferred, and that the corresponding capital securitieswill be sold; the sums resulting from the sale will beawarded to the holders of the rights within the regulatorytimeframe applicable.3) Sets the validity of this delegation for 26 months as ofthe date of the present general meeting.4) Decides that the amount of capital increases resultingfrom issues carried out under this resolution may notexceed a nominal total of 10,000,000 euros, not takinginto consideration the amount needed to maintain, inaccordance with French law, the rights of holders ofmarketable securities entitling them to shares.This cap is independent from all of the caps provided forunder the other resolutions for this general meeting.5) Gives the Board of Directors full powers to implementthis resolution and generally take any measures requiredand perform all the necessary formalities for successfullycompleting each capital increase, acknowledging itsperformance and amending the bylaws accordingly.6) Acknowledges that this delegation cancels and replacesas of this day and up to the amount of the portion not used,as relevant, any prior delegation with the same purpose.:: Tenth resolution - Delegation of authority for the Boardof Directors to increase the capital through the issuingof ordinary shares and/or marketable securities with anequity component, with preferential subscription rightsmaintainedThe general meeting, having reviewed the Board ofDirectors' report and the special statutory auditors'report and in accordance with the provisions of theFrench commercial code and more specifically Article L225-129-2:1) Delegates to the Board of Directors its authorizationto increase the capital, on one or more occasions, inthe proportions and at the times that it deems relevant,through the issuing, either in euros or in foreign currenciesor in any other monetary units determined with referenceto a selection of currencies, of ordinary shares and/ormarketable securities entitling holders immediately or inCOMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04241

04. STATUTORY FINANCIAL STATEMENTSthe future, at any time or on a given date, to ordinaryshares in the Company or, in accordance with Article L.228-93 of the French commercial code, any companythat directly or indirectly owns more than half of its capitalor in which it directly or indirectly owns more than a 50%stake, through the subscription, conversion, exchange,redemption, presentation of a warrant or in any otherway.2) Sets the validity of this delegation for 26 months as ofthe date of the present general meeting.3) Decides to cap the amounts of any issues that may becarried out by the Board of Directors under this delegationof authority as follows:The total nominal amount of ordinary shares that maybe issued under the present delegation may not exceed10,000,000 euros.The cap set in this way does not include the total nominalvalue of any additional shares to be issued in order tomaintain, as provided for under French law, the rights ofholders of marketable securities entitling them to accessthe capital. It is independent from all of the caps providedfor under the other resolutions for this general meeting.The nominal amount of marketable securities representingcompany debt that may be issued may not exceed150,000,000 euros.4) In the event of the Board of Directors using the presentauthorization in connection with issues as provided forunder Section 1) above:a/ Decides that such issues will be reserved in preferencefor shareholders that will be able to subscribe as ofright;b/ Decides that if subscriptions as of right, and asrelevant in excess of right, have not accounted for theentire issue, the Board of Directors will be able to use thefollowing options:- Limiting the amount of the issue to the amount ofsubscriptions,- Freely distributing all or part of any securities notsubscribed for,- Offering all or part of any securities not subscribed forto the public.5) Decides that the Board of Directors, within the limitsset out above, will have the powers required to notablyset the conditions for the issues, acknowledge theperformance of any resulting capital increases, amendthe bylaws accordingly, book, on its initiative alone, thecosts for capital increases against the amount of thecorresponding premiums, and deduct the sums requiredto take the legal reserve up to one tenth of the newcapital after each increase against this amount, and moregenerally do whatever is necessary in this respect.6) Acknowledges that this delegation cancels andreplaces any prior delegation with the same purpose.:: Eleventh resolution - Delegation of authority for the Boardof Directors to increase the capital through the issuing ofordinary shares and/or marketable securities with an equitycomponent, with preferential subscription rights waivedThe general meeting, having reviewed the Board ofDirectors' report and the special statutory auditors'report and in accordance with the provisions of theFrench commercial code and more specifically Article L225-136:1) Delegates to the Board of Directors its authorization toincrease the capital, on one or more occasions and in theproportions and at the times that it deems relevant, on theFrench market and/or internationally, through public offersbased on issues, either in euros or in foreign currenciesor in any other monetary units determined with referenceto a selection of currencies, of ordinary shares and/ormarketable securities entitling holders immediately or inthe future, at any time or on a given date, to ordinary sharesin the Company further to their subscription, conversion,exchange, redemption, presentation of a warrant or inany other way, it being understood that such securitiesmay be issued in payment for securities contributed tothe Company under a share-based public takeover bidon securities in accordance with the conditions of ArticleL 225-148 of the French commercial code.In accordance with Article L. 228-93 of the Frenchcommercial code, the marketable securities to be issuedmay give access to ordinary shares in any company thatdirectly or indirectly has more than a 50% stake in theCompany’s capital or in which it directly or indirectlyowns more than half of the capital.2) Sets the validity of this delegation for 26 months as ofthe date of the present general meeting.3) The total nominal amount of ordinary shares that maybe issued under the present delegation may not exceed10,000,000 euros.This amount is booked against the cap for capitalincreases set in the twelfth resolution.The nominal amount of marketable securities representingcompany debt that may be issued in this way may notexceed 150,000,000 euros.COMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04242

04. STATUTORY FINANCIAL STATEMENTS4) Decides to waive the preferential subscription right forshareholders relative to securities covered by the presentresolution, although the Board of Directors may grantshareholders a priority entitlement as provided for underFrench law.5) Decides that the sum paid to or due to be paid to theCompany for each one of the ordinary shares issuedunder the present authorization, after factoring in, in thecase of the issue of autonomous warrants, the issue priceof such warrants, will at least be equal to the minimumrequired under the legal and regulatory provisions in forceat the time when the Board of Directors implements thedelegation.6) Decides that, in the event of an issue of securitiesas payment for securities contributed in connectionwith a share-based public takeover bid, the Board ofDirectors will have, under the conditions set in ArticleL. 225-148 of the French commercial code and withinthe abovementioned limits, the powers required to setthe list of securities provided in exchange, to define theconditions for such issues as well as the exchange ratioand, as relevant, the amount of the cash balance to bepaid, and lastly, to determine the terms of issue.7) Decides that the Board of Directors, within the limitsset out above, will have the powers required to notablyset the conditions for the issues, acknowledge theperformance of any resulting capital increases, amendthe bylaws accordingly, book, on its initiative alone, thecosts for capital increases against the amount of thecorresponding premiums, and deduct the sums requiredto take the legal reserve up to one tenth of the newcapital after each increase against this amount, and moregenerally do whatever is necessary in this respect.8) Acknowledges that this delegation cancels andreplaces any prior delegation with the same purpose.:: Twelfth resolution -Delegation of authority for the Boardof Directors to increase the capital through the issuing ofordinary shares and/or marketable securities with an equitycomponent, with preferential subscription rights waived,based on a private placementThe general meeting, having reviewed the Board ofDirectors' report and the special statutory auditors'report and in accordance with the provisions of theFrench commercial code and more specifically Article L225-136:1) Delegates to the Board of Directors its authorizationto increase the capital, on one or more occasions and inthe proportions and at the times that it deems relevant,on the French market and/or internationally, through anoffer covered under Section II of Article L.411-2 of theFrench monetary and financial code, based on an issue,either in euros or in foreign currencies or in any othermonetary units determined with reference to a selectionof currencies, of ordinary shares and/or marketablesecurities entitling holders immediately or in the future,at any time or on a fixed date, to ordinary Companyshares through the subscription, conversion, exchange,redemption, presentation of a warrant or in any otherway;In accordance with Article L. 228-93 of the Frenchcommercial code, the marketable securities to be issuedmay give access to ordinary shares in any company thatdirectly or indirectly has more than a 50% stake in theCompany’s capital or in which it directly or indirectlyowns more than half of the capital.2) Sets the validity of this delegation for 26 months as ofthe date of the present general meeting.3) The total nominal amount of ordinary shares that maybe issued under the present delegation may not exceed10,000,000 euros, in addition to being capped at 20% ofthe capital per year.This amount is booked against the cap for capitalincreases set in the eleventh resolution.The nominal amount of marketable securities representingcompany debt that may be issued in this way may notexceed 150,000,000 euros.4) Decides to waive preferential subscription rights forshareholders relative to the securities covered by thisresolution.5) Decides that the sum paid to or due to be paid to theCompany for each one of the ordinary shares issuedunder the present authorization, after factoring in, in thecase of the issue of autonomous warrants, the issue priceCOMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04243

04. STATUTORY FINANCIAL STATEMENTSof such warrants, will at least be equal to the minimumrequired under the legal and regulatory provisions in forceat the time when the Board of Directors implements thedelegation.6) Decides that the Board of Directors, within the limitsset out above, will have the powers required to notablyset the conditions for the issues, acknowledge theperformance of any resulting capital increases, amendthe bylaws accordingly, book, on its initiative alone, thecosts for capital increases against the amount of thecorresponding premiums, and deduct the sums requiredto take the legal reserve up to one tenth of the newcapital after each increase against this amount, and moregenerally do whatever is necessary in this respect.7) Acknowledges that this delegation cancels andreplaces any prior delegation with the same purpose.:: Thirteenth resolution – Authorization to increase theamount of issues in the event of excess demand;For each one of the issues decided on in accordance withResolutions 10 to 12, the number of securities to be issuedmay be increased under the conditions set out in ArticleL. 225-135-1 of the French commercial code and withinthe limits of the caps set by the general meeting, when theBoard of Directors acknowledges any excess demand.:: Fourteenth resolution - Delegation of authority for theBoard of Directors to increase the capital, for up to 10%, inreturn for any contributions in kind comprising securitiesor marketable securities with an equity componentThe general meeting, having reviewed the Board ofDirectors' report and the statutory auditors’ report andin accordance with Article L 225-147 of the Frenchcommercial code:1) Authorizes the Board of Directors, based on the reportdrawn up by the contributions auditor (commissaireaux apports), to issue ordinary shares or marketablesecurities entitling holders to access ordinary shares witha view to paying for any contributions in kind made to thecompany and comprising capital securities or marketablesecurities entitling holders to access the capital when theprovisions of Article L. 225-148 of the French commercialcode do not apply.2) Sets the validity of this delegation for 26 months as ofthe date of the present general meeting.3) The total nominal amount of ordinary shares that maybe issued under the present delegation may not exceed10% of the share capital on the day of the present generalmeeting, with this amount independent from any othercap provided for under delegations relating to capitalincreases.4) Delegates full powers to the Board of Directors toapprove the valuation of any contributions, decide on theresulting capital increase, acknowledge its performance,book, as relevant, all of the costs and duties incurred bythe capital increase against the contribution premium,deduct the sums required to take the legal reserve up toone tenth of the new capital after each increase againstthe contribution premium, amend the bylaws accordingly,and do whatever is necessary in this respect.:: Fifteenth resolution - Delegation of authority for theBoard of Directors to increase the capital through shareissues reserved for members of a company savings schemein accordance with Articles L. 3332-18 et seq of theFrench labor codeThe general meeting, having reviewed the Board ofDirectors' report and the special statutory auditors'report, pursuant to Articles L. 225-129-6 and L. 225-138-1 of the French commercial code and L. 3332-18 et seqof the French labor code:1) Authorizes the Board of Directors, if it deems it relevant,on its decisions alone, to increase the share capital onone or more occasions through the issuing of ordinarycash shares and, as relevant, through the free allocationof ordinary shares or other securities entitling holdersto access the capital, reserved for the employees (andmanagers) of the company (and related companies asper Article L. 225-180 of the French commercial code)who are members of a company savings scheme.2) Waives the preferential subscription right for suchpeople relative to shares that may be issued under thisauthorization.3) Sets the validity of the present authorization for a periodof 26 months as of the date of this general meeting.4) Caps the maximum nominal amount of increases thatmay be carried out under this authorization at 500,000euros, with this amount independent from any othercap provided for under delegations relating to capitalincreases.5) Decides that the price of shares to be issued underSection 1 of the present delegation may be no more thanCOMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04244

04. STATUTORY FINANCIAL STATEMENTS20% lower (or 30% when the lock-in period provided forunder Articles L. 3332-25 and L. 3332-26 of the Frenchlabor code is greater than or equal to 10 years) thanthe average opening share price on the 20 trading dayspreceding the Board of Directors' decision relative to thecapital increase and the corresponding share issue, norhigher than this average.The Board of Directors may or may not implement thepresent authorization, take any measures necessary andperform all the formalities required.:: Sixteenth resolution - FormalitiesThe General Meeting grants full powers to the bearerof a copy of or extract from the minutes for the presentmeeting to perform all the filings and formalities requiredunder French law.COMBINED GENERALSHAREHOLDERS’ MEETING ON APRIL 22 ND , 2010PART04245

05APPENDIX

05. APPENDIXDOCUMENTSUMMARIZING PUBLICATIONS OR DISCLOSURESOVER THE LAST 12 MONTHS(Articles L.451-1-1 of the French monetary andfinancial code and 222-7 of the AMF's generalregulations):: APRIL GROUPFrench limited company (société anonyme) with a Boardof Directors and capital of 16,357,654.00 eurosRegistered office: 83-85, boulevard Vivier-Merle,69003 Lyon, FranceLyon trade and company register: 377 994 553.Date Subject MediaMar 1, 2010Feb 17, 2010Jan 25, 2010Jan 12, 2010Jan 7, 2010Sale of April Solutions to CWI GroupIndividual declaration relating to transactions for theparties indicated in Article L.621-18-2of the French monetary and financial codegoverning the company's securities2010 first-quarter revenuesMonthly disclosure of shares and voting rightsat December 31 st , 2009Half-year review of the liquidity agreementAPRIL GROUP site / Professionaldistributor WebDisclosure.comAMF siteAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comDOCUMENT SUMMARIZING PUBLICATIONSOR DISCLOSURES OVER THE LAST 12 MONTHSDec 17, 2009Acquisition of a 70% stake in the broker FlexitransAPRIL GROUP site / Professionaldistributor WebDisclosure.comPART05Dec 8, 2009Nov 16, 2009Monthly disclosure of shares and voting rightsat November 30 th , 2009Monthly disclosure of shares and voting rightsat October 30 th , 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.com247Nov 12, 2009 Quarterly financial disclosures for Q3 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comOct 28, 2009 Half-year financial report Professional distributor WebDisclosure.comOct 26, 20092009 third-quarter revenuesAPRIL GROUP site / Professionaldistributor WebDisclosure.com

05. APPENDIXDate Subject MediaOct 9, 2009Sep 25, 2009Sep 17, 2009Sep 16, 2009Sep 16, 2009Aug 31, 2009Monthly disclosure of shares and voting rightsat September 30 th , 2009Individual declaration relating to transactions for theparties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesIndividual declaration relating to transactions for theparties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesMonthly disclosure of shares and voting rightsat August 31 st , 2009Monthly disclosure of shares and voting rightsat July 31 st , 2009Half-year financial reportAPRIL GROUP site / Professionaldistributor WebDisclosure.comAMF siteAMF siteAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comAug 31, 2009 Financial disclosures at June 30 th , 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comJul 27, 2009Jul 10, 2009Jul 7, 2009Jul 4, 2009Jul 3, 2009Jun 24, 2009Jun 19, 2009Jun 17, 20092009 second-quarter revenuesPatrick Petitjean is appointed Vice-Chairmanof APRIL GROUPMonthly disclosure of shares and voting rightsat June 30 th , 2009Publication of non-renewal of Vanessa Rousset's office asa member of APRIL GROUP's Board of DirectorsHalf-year review of the liquidity agreementAcquisition of an 85% stake in JudicialIndividual declaration relating to transactions for theparties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesMonthly disclosure of shares and voting rightsat May 29 th , 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP siteAPRIL GROUP site / Professionaldistributor WebDisclosure.comLe Tout LyonAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comAMF siteAPRIL GROUP site / Professionaldistributor WebDisclosure.comDOCUMENT SUMMARIZING PUBLICATIONSOR DISCLOSURES OVER THE LAST 12 MONTHSPART05248Jun 15, 2009Individual declaration relating to transactions for theparties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesAMF site

05. APPENDIXDate Subject MediaJun 10, 2009Jun 8, 2009Jun 2, 2009May 30, 2009Individual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesIndividual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesIndividual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesPublication of the appointment of Patrick Petitjeanand Jean-Pierre Rousset as directorson APRIL GROUP's BoardAMF siteAMF siteAMF siteLe Tout LyonMay 29, 2009 Approval of the financial statements for 2008 French official gazette (BALO)May 26, 2009Sale of SFG to HomeserveAPRIL GROUP site / Professionaldistributor WebDisclosure.comMay 25, 2009May 18, 2009May 15, 2009Individual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesIndividual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesIndividual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesMay 15, 2009 Quarterly financial disclosures for Q1 2009May 13, 2009Monthly disclosure of shares and voting rightsat April 30 th , 2009AMF siteAMF siteAMF siteAPRIL GROUP site / Professionaldistributor WebDisclosure.comAPRIL GROUP site / Professionaldistributor WebDisclosure.comDOCUMENT SUMMARIZING PUBLICATIONSOR DISCLOSURES OVER THE LAST 12 MONTHSPART05May 13, 2009Individual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesAMF site249May 7, 2009Individual declaration relating to transactionsfor the parties indicated in Article L.621-18-2of the French monetary and financial code governingthe company's securitiesAMF site

05. APPENDIXDate Subject MediaMay 6, 2009Publication of minutesfrom the combined general meeting onlineAPRIL GROUP siteApr 30, 2009 Disclosure threshold declaration by a shareholder AMF siteApr 27, 20092009 first-quarter revenuesAPRIL GROUP site / Professionaldistributor WebDisclosure.comApr 20, 2009Description of the 2009 share buyback programAPRIL GROUP site / Professionaldistributor WebDisclosure.comApr 18, 2009Publication of the decisions taken by APRIL GROUP'sBoard of Directors on February 26 th , 2009 (death of GillesPardi, director, and capital increase)Le Tout LyonApr 14, 2009Acquisition of a 60% stake in Genç Sigortain Turkey, sale of L&EAPRIL GROUP site / Professionaldistributor WebDisclosure.comApr 10, 2009Monthly disclosure of shares and voting rightsat March 31 st , 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comApr 6, 2009Document summarizing disclosuresor publications over the last 12 monthsAPRIL GROUP site / Professionaldistributor WebDisclosure.comApr 1, 2009Apr 1, 2009March 4 th , 2010Conditions for access to preparatory documents for thecombined general meeting on April 23 rd , 2009and the reference documentPublication of the notice to attend the combined generalmeeting on April 23 rd , 2009APRIL GROUP site / Professionaldistributor WebDisclosure.comLe Tout LyonDOCUMENT SUMMARIZING PUBLICATIONSOR DISCLOSURES OVER THE LAST 12 MONTHSPART05250

05. APPENDIXDESCRIPTIONOF THE SHARE BUYBACK PROGRAM:: APRIL GROUPFrench limited company (société anonyme)with a Board of DirectorsCapital: 16,357,654 eurosRegistered office: 83-85,Boulevard Marius Vivier Merle,Lyon 3 ème , FranceLyon trade and company register: 377 994 553.In accordance with the provisions of Article 241-2 ofthe AMF's general regulations and European Regulation2273/2003 of December 22 nd , 2003, this description isintended to present the objectives and conditions of theprogram for the company to buy back its own shares.This program will be submitted for approval at the generalmeeting on April 22 nd , 2010. The notice for this meeting,serving as an invitation to attend, was published in theFrench official gazette (BALO) on March 17 th , 2010.I :: Breakdown by objective of capital securities held onFebruary 1 st , 2010Number of securities held directly and indirectly: 331,245,representing 0.81% of the company's capital.Number of securities held, with a breakdown for eachobjective:- Market-making under an AMAFI liquidity agreement:46,548- External growth operations: 284,697- Coverage of stock options or other employeeshareholding systems: NA- Coverage of marketable securities entitling holders tothe allocation of shares: NA- Cancellation: NAII :: New share buyback programProgram authorized: general meeting on April 22 nd ,2010.Securities concerned: ordinary shares.Maximum percentage of the capital that may bebought back: 5% of the capital (i.e. 2,044,706 shares onthis day), it being understood that this cap is determinedon the date of the buybacks in order to factor in any capitalincrease or reduction operations that may be carried outfor the duration of the program. The number of sharestaken into account for calculating this cap correspondsto the number of shares purchased, after deducting thenumber of shares sold on again for the duration of theprogram in connection with the liquidity objective.Since the company may not hold more than 10% of itscapital, in view of the number of shares already held,totaling 331,245 (0.81% of the capital), the maximumnumber of shares that may be purchased will be1,713,461 (i.e. 4.19% of the capital), unless the securitiesalready held are sold off [or cancelled].Maximum purchase price: 80 euros per shareMaximum program amount: 137,076,880 eurosBuyback conditions: shares may be purchased, soldor transferred by any means, on the market or over-thecounter,including transactions on blocks of securities,it being understood that the resolution put forward forapproval by the shareholders does not limit the portion ofthe program that may be carried out by acquiring blocksof securities.Such transactions may notably be carried out during apublic offering period in accordance with the regulationsin force.DESCRIPTIONOF THE SHARE BUYBACK PROGRAMPART05251

05. APPENDIXObjectives:- Coordinating the secondary market or liquidity forAPRIL GROUP's share through an investment serviceprovider under a liquidity agreement in accordance withthe AMAFI compliance charter approved by the AMF,- Keeping any shares purchased and issuing them againsubsequently in exchange or as payment for externalgrowth operations, it being understood that sharesacquired in this respect may not exceed 5% of thecompany’s share capital,Program term: 18 months as of the general meeting onApril 22 nd , 2010, i.e. through to October 21 st , 2011.The present publication is available on the company’s siteat www.aprilgroup.com.For further information::: Marc Le DozeAPRIL GROUP Chief Financial OfficerTél. : +33 4 72 36 18 98- Covering stock-option schemes and other forms ofallocating shares to the Group’s employees and/orcorporate officers as provided for under French law,notably in connection with company profit-sharingsystems, a company savings scheme or the free allocationof shares,- Covering marketable securities entitling holders to theallocation of company shares in line with the regulationsin force,- Canceling any shares acquired, subject to theauthorization to be granted at the general shareholders'meeting on April 22 nd , 2010 in the eighth extraordinaryresolution.DESCRIPTION OF THE SHARE BUYBACK PROGRAMPART05252

05. APPENDIXINDEX OF HEADINGSFor the convenience of readers of this referencedocument, the following index has been providedto facilitate the identification of the main disclosuresrequired by Commission Regulation (EC) 809/2004 ofApril 29 th , 2004, implementing the European Parliamentand Council Directive 2003/71/EC.The following index is based on headings provided inAppendix I of the European Directive.INFORMATIONREFERENCE DOCUMENT§ Page1. PERSONS RESPONSIBLEPerson responsible for the information 1.1.4 6Corresponding statement 1.1.2 52. STATUTORY AUDITORS 1.1.3 5 - 63. SELECTED FINANCIAL INFORMATIONKey consolidated figures 1.3.1.3 244. RISK FACTORS 1.3.6 33 - 415. INFORMATION ON THE ISSUERCompany history and development 1.3.1 19 - 22Investments 1.3.4.1 28 - 33INDEX OF HEADINGS6. OVERVIEW OF ACTIVITIESMain activities and main market 1.3.1.2 23 - 24PART057. STRUCTURE 1.3.4 278. REAL ESTATE, PLANT AND EQUIPMENTMajor existing or planned tangible fixed assets N / A N / A253Environmental impact of the use of such fixed assets

05. APPENDIXINFORMATIONREFERENCE DOCUMENT§ Page9. REVIEW OF THE FINANCIAL POSITIONAND CONSOLIDATED EARNINGSFinancial position Consolidated balance sheet 127 - 128Table of change inshareholders' equity130Operating income Consolidated income statement 125Management report 65Segment information 1.3.1.4 253.4 155 - 16110. CASH FLOW AND CAPITALCapitalTable of change inshareholders' equity130Financial liabilities 3.6.12 183Cash-flow – statement and referencesCash-flow statement3.712918611. R&D, PATENTS AND LICENCES 1.3.2 2512. TRENDS 2.1.1-2.1.2 65 - 6713. FORECASTS OR EARNINGS ESTIMATES N / A N / A14. ADMINISTRATIVE, MANAGEMENT, SUPERVISORYAND EXECUTIVE BODIESInformation on members of the company’s administrativeand management bodiesConflicts of interest relative to administrative, management,supervisory and executive bodies1.5.1 471.5.1.3 5015. COMPENSATION AND BENEFITS 2.1.12 82 - 8816. ADMINISTRATIVE AND MANAGEMENT BODY OPERATIONChairman of the Boardof Directors' report109INDEX OF HEADINGSPART0525417. EMPLOYEES 2.1.8 69 - 7418. MAIN SHAREHOLDERS 1.2.3 15

05. APPENDIXINFORMATIONREFERENCE DOCUMENT§ Page19. OPERATION WITH AFFILIATED PARTIESNotes to the consolidated financial statements 3.8 188Special Statutory auditor’s report on regulated agreements 236 - 23720. FINANCIAL INFORMATION CONCERNING THE COMPANY’SASSETS, LIABILITIES, FINANCIAL POSITION AND EARNINGSHistorical financial information Table of contents - footnote 3Pro forma financials N / A N / AFinancial statements - statutory financial statements Part 4 210Verification of annual historical financial information Table of contents - footnote 3Dates of last financial information available Table of contents - footnote 3Interim and other financial information N / A N / ADividend payments and distribution policies 1.2.5 18Arbitrage and legal proceedings 1.3.6.3 40Significant changes in the financial position or commercial situation 1.4.1 4221. ADDITIONAL INFORMATIONShare capital 1.2.2.2 11Notes to the statutory financial statements 4.8 226INDEX OF HEADINGSCertificates of incorporation and bylaws 1.2.1.1 722. SIGNIFICANT CONTRACTS N / A N / A23. INFORMATION FROM THIRD PARTIES, STATEMENTSBY EXPERTS AND DECLARATIONS OF INTERESTS24. PUBLICS DOCUMENTS 1.1.5 6N / AN / APART05255Issuer website: http://www.aprilgroup.com/AMF website: http://www.amf-france.org/

05. APPENDIXINFORMATIONREFERENCE DOCUMENT§ Page25. INFORMATION ON EQUITY INTERESTSBasis for consolidation (notes to the consolidated financial statements) 3.3 147 - 154Equity interest (notes to the statutory financial statements) 4.1.3 216Description of key investments 1.3.4.1 28 - 33INDEX OF HEADINGSPART05256

Registered office: 83-85 bd Marius Vivier Merle69487 LYON cedex 03, Francewww.aprilgroup.comPhotos: Item Corporate, DesignFrench limited company (société anonyme)with Board of DirectorsShare capital: € 16,357,654Lyon trade and company register: 377 994 553Insurance intermediary – registered with ORIAS underno. 07 019 355 (www.orias.fr)