2007 - April

T 2007 

he Reference document

Pursuant to Article 212-13 of the general 

regulations of the French securities regulator 

(Autorité des Marchés Financiers, AMF), the 

present reference document was filed in French 

with the AMF as an annual report on March 14 th , 

2008 (filing ref : D.08-01 11). 

Financial information managers: 

Dominique Godet 

Chief Financial Officer, APRIL GROUP, 

Tel: +33 (0)4 72 36 18 98 

Jean-Marc Atlan 

Kaelia 

Tel: +33 (0)4 72 00 35 81 

It may be used in market transactions provided 

that it is accompanied by a copy of a prospectus 

that has been duly approved by the AMF.

Contents 

01 Main Document 

Responsibility for this reference document and audits.................................................... p.4 

General information on the company and its share capital............................................ p.6 

Information on the company’s activities............................................................................... p.15 

Net worth-financial position-earnings.................................................................................... p.32 

Corporate Governance.................................................................................................................... p.34 

Recent developments and outlook........................................................................................... p.48 

02 Management report 

04 Statutory financial statements 

APRIL GROUP statutory financial statements at Dec 31 st , 2007..............................p.151 

Highlights............................................................................................................................................p.154 

Notes to the statutory financial statements of APRIL GROUP SA 

for the year ended Dec 31 st , 2007........................................................................................p.155 

Statutory Auditors’ general report on the annual financial statements...............p.164 

Special Statutory Auditors’ report on regulated agreements....................................p.166 

Combined General Shareholders’ Meeting on April 24th, 2008: Resolutions....p.170 

Index of headings............................................................................................................................p.178 

Management report......................................................................................................................... p.50 

Five-year financial summary......................................................................................................... p.79 

Chairman of the Board of Directors’ report......................................................................... p.80 

Statutory Auditors’ report on the report of the Chairman 

of the Board of Directors............................................................................................................... p.90 

03 Consolidated financial statements 

APRIL GROUP consolidated financial statements at Dec 31 st , 2007........................ p.93 

Notes to the consolidated financial statements at Dec 31 st , 2007......................... p.98 

Statutory Auditors’ report on the consolidated financial 

statements year ended Dec 31 st , 2007...............................................................................p.148 

Pursuant to Article 28 of European regulation 809/2004, the following information is included 

for reference in the present reference document: 

- The management report, the consolidated financial statements and the Statutory 

Auditors’ report on the consolidated financial statements for the year ended December 31 st , 

2005, as presented in the reference document filed with the French securities regulator 

(Autorité des Marchés Financiers, AMF) on March 30 th , 2006 under number D.06-0183. 

- The management report, the consolidated financial statements and the Statutory 

Auditors’ report on the consolidated financial statements for the year ended December 

31 st , 2006, as presented in the reference document filed with the AMF on March 14 th , 2007 

under number D.07-0173. 

The information included in these two reference documents other than the abovementioned 

information has, as relevant, been replaced and/or updated by the information included in 

the present reference document. 

These documents may be downloaded from the AMF internet site at www.amf-france.org

01 Main 

document 

document 

P. 04 1. Responsibility for this reference document and audits 

P. 06 2. General information on the company and its share capital 

P. 15 3. Information on the company’s activities 

01 Main 

P. 32 4. Net worth-financial position-earnings 

P. 34 5. Corporate Governance 

P. 48 6. Recent developments and outlook 

Return to the contents section

1.0 

for this reference document and audits 

Responsibility for this reference document and audits 

1.0 Responsibility 

1.1. Responsibility for the reference document 

Bruno Rousset, 

Chairman and CEO of APRIL GROUP. 

1.2. Statement of responsibility for the reference 

document 

I certify that, having taken all reasonable measures to this 

effect, the information contained in the present reference 

document is, to the best of my knowledge, fair and accurate 

in all material respects and free from any omissions that could 

alter its substance. I have received a completion letter from 

the Statutory Auditors in which they indicate that they have 

verified the information relating to the financial position and 

financial statements given in the present reference document 

and that they have reviewed the entire document. The financial 

information presented in the reference document has been 

covered by reports drawn up by the Statutory Auditors, as 

presented on pages 148 and 164 of this reference document, 

which do not contain any observations. To the best of my 

knowledge, the financial statements have been drawn up in 

accordance with the accounting standards applicable and 

faithfully reflects the assets, liabilities, financial position and 

earnings of the company and all of the consolidated companies, 

and the management report faithfully reflects the changing 

business, earnings and the financial position for the company 

and all consolidated companies, as well as a description of the 

main risks and uncertainties faced. 

The Chairman and CEO, Bruno Rousset 

Lyons, March 12 th , 2008 

Return to the contents section 

4

1.0 

Responsibility for this reference document and audits 

1.3. Responsibility for audits of the financial 

statements 

Incumbent Statutory Auditors: 

Cabinet MAZARS 

Le Premium - 131, bd Stalingrad - 69624 Villeurbanne Cedex. 

Represented by Max Dumoulin 

Appointed at the Combined General Meeting on April 25 th , 

2002. First appointed at the Ordinary General Meeting on 

April 16 th , 1996. Term-of-office ending at the Ordinary 

General Meeting convened to approve the financial statements 

for the year ending December 31 st , 2007. 

Part of Compagnie Régionale des Commissaires aux 

Comptes, Lyons. 

Cabinet DELOITTE & ASSOCIES 

185, avenue Charles de Gaulle - 92201 Neuilly-sur-Seine 

Represented by Jean-Claude LEMAIRE 

Appointed at the Combined General Meeting on April 27th, 

2006. First appointed at the Ordinary General Meeting on 

April 27 th , 2006. 

Term-of-office ending at the Ordinary General Meeting 

convened to approve the financial statements for the year 

ending December 31st, 2007. 

Part of Compagnie Régionale des Commissaires aux Comptes, 

Versailles. 

Deputy Statutory Auditors: 

Jean-Marie BARBEREAU 

Appointed at the Combined General Meeting on April 25 th , 

2002. Term-of-office ending at the Ordinary General Meeting 


ending December 31 st , 2007. 


Lyons. 

Cabinet BEAS 

7/9, Villa Houssay - 92200 Neuilly-sur-Seine. 

Appointed at the Combined General Meeting on April 27th, 

2006. Term-of-office ending at the Ordinary General Meeting 


ending December 31 st , 2007. 


Versailles. 

1.4. Disclosure policy 

People responsible for financial information: 

Dominique Godet 

Chief Financial Officer, Tel: +33 (0)4 72 36 18 98 

Jean-Marc Atlan 

Kaelia, Tel: +33 (0)4 72 00 35 81 

1.5. Documents available to the public 

For the term of the present reference document, the bylaws, 

Statutory Auditors’ reports and financial statements for the 

last three years, as well as all other reports, letters and other 

documents and historical financial information on the company 

and its subsidiaries over the last three financial years, 

valuations and reports drawn up by an auditor, when required 

under French law, and any other legally required documents 

may be consulted at the company’s registered office. 


5

2.0 General information on the company and its share capital 

General information on the company and its share capital 

2.1. General information on the company 

2.1.4. Date of creation and duration of the company 

2.1.1. Corporate names and head office 

Head Office: 83-85, boulevard Vivier Merle - 69003 LYON. 

Corporate name: APRIL GROUP, formerly APRIL SA. 

APRIL SA became APRIL GROUP at the Combined General 

Meeting on March 31 st , 2000, with the former name of APRIL SA 

being AGLAE. AGLAE took the name APRIL SA after the merger 

of its GROUPE APRIL subsidiary on April 3 rd , 1997. 

Head Office: 83-85, boulevard Marius Vivier Merle 

69003 Lyons - FRANCE. 

2.1.2. Legal form 

French limited company (société anonyme) with a Board 

of Directors governed by Articles L.225-17 to L.225-56 of 

the French commercial code, in accordance with the legal 

structure adopted at the Extraordinary General Meeting on 

August 28 th , 2007. 

2.1.3. Applicable legislation 

APRIL GROUP SA is a company operating under French law, 

subject to the provisions of Book II (Livre II) of the French 

Commercial Code governing commercial companies. 

The company was incorporated on February 22 nd , 1990 for 

a period of 99 years, ending May 31 st , 2089, except in the 

event of early dissolution or extension. It was registered on 

June 1 st , 1990. 

2.1.5. Corporate Purpose 

According to Article 3 of the company bylaws, in France 

and abroad, the company’s purpose is the following: 

Acquisition of interests and holdings by any and all 

means, contributions of assets, subscriptions, purchases 

of equities, bonds and any and all corporate rights in 

companies, businesses, or commercial undertakings, 

Studies of transferable, real, industrial or commercial property, 

Creation of groups, entities, associations, companies, 

Brokerage and presentation of insurance operations in any form; 

any and all audits of insurance or risks, support for networks of 

professional insurance correspondents; policy management, 

Assistance, advice, training and communication, 

Directly or indirectly, on its own behalf or on behalf of 

third parties, either alone or with third parties, through the 

creation of new companies, asset contributions, partnerships, 

subscriptions, purchases of shares or rights, mergers, 

alliances, joint ownerships or taking or placing under lease or 

management any property or rights, or otherwise, 


6

2.0 


And generally, any and all financial, commercial, industrial, 

civil, real or transferable property operations directly or 

indirectly related to one of these specified purposes or to 

any corporate asset. 

2.1.6. Trade and company register 

The company is registered in the Lyons trade and company 

register under number 377 994 553. Its APE code is 672Z. 

2.1.7. Fiscal year 

The fiscal year lasts 12 months and runs from January 1 st to 

December 31st. 

2.1.8. Form of shares 

Fully paid-up shares may be held as registered or bearer 

shares, as requested by the shareholder. They give rise 

to account registration under the terms, conditions and 

procedures provided for under French law. 

2.1.9. General Meetings 

In accordance with the provisions of Article R. 225-85 of 

the French commercial code, transposed in Article 21 of the 

bylaws, the right to take part in General Meetings is subject 

to securities being registered in the name of the shareholder 

or their intermediary by midnight (Paris time) on the third 

working day before the meeting, either in the registered 

securities accounts held by the company, or in the bearer 

securities accounts held by an authorized intermediary, as 

justified in accordance with the regulations in force. 

2.1.10. Rights associated with share 

Dual voting rights 

Pursuant to Article 12 of the company bylaws: 

All shares shall be indistinguishable in terms of their category 

and rights both in respect of the distribution of profits and 

any dividends paid on liquidation. The voting rights associated 

with shares are proportional to the share capital represented 

by the shares. At General Meetings, each share carries the 

right to a single vote. 

Furthermore, pursuant to Article 23 of the company 

bylaws: 

Pursuant to a resolution adopted at the Extraordinary General 

Meeting on December 11th, 2003, a voting right that is twice 

that conferred on other fully paid-up shares in respect of 

the share capital they represent is granted to all shares that 

have been registered for at least four years in the name of 

the same shareholder. In addition, in the event of a capital 

increase through the incorporation of reserves, profits or 

issue premiums, dual voting rights shall be granted upon 

issue for registered shares freely allocated to a shareholder 

by way of new shares for which they are entitled to this right. 

Any share converted over to the bearer system or transferred 

over to another owner loses its double voting right. 

2.1.11. Statutory thresholds 

Pursuant to Article 10 of the company bylaws: 

Any shareholder acting alone or in concert that directly 

or indirectly acquires at least 2.5% of the share capital or 

voting rights, or any multiple thereof, must duly inform the 

Company of its interest within fifteen days by registered mail 

(with delivery receipt) sent to the Company’s head office. 

Shareholders must duly inform the Company under the same 

conditions each time that their interests increase or decrease 

by any multiple of 2.5%, up to 50% inclusive of the total 

number of Company shares or voting rights. 

If shareholders fail to make such declarations in accordance 

with the aforementioned conditions, the shares in excess 

of the fraction that should have been disclosed will not 

be entitled to voting rights at General Meetings under the 

conditions required by law, where the nondeclaration has 

been acknowledged and where one or more shareholders 

with at least 5% of the share capital or voting rights make a 

request to this effect. 

In addition to the above obligation, shareholders must 

comply with the mandatory disclosure thresholds applicable 

under the legislation in force. 


7

2.0 


2.1.12. Identification of bearer shareholders 

Pursuant to legal and regulatory requirements, the company 

may at any time ask the responsible clearing organization 

for the name, nationality and address of holders of bearer 

shares in the company entitling them immediately or at 

a later time to a vote in General Meetings, as well as the 

quantity of shares held by each one, and if necessary, any 

restrictions to which the said shares may be subject. 

2.1.13. Distribution of profits (Article 29 of the 

company bylaws) and payment of dividends (Art. 30) 

The amount needed to create the legal reserve under the 

terms and conditions provided for by the law is withdrawn 

from fiscal year profits less any prior year losses as relevant. 

Distributable profit comprises profit for the fiscal year less 

former years’ losses and any amounts placed in reserves 

pursuant to law and company bylaws, plus retained earnings. 

The General Meeting votes on the allocation of distributable 

profits. It decides on the portions that will respectively be 

allocated to reserves, shareholders in the form of a dividend, 

and retained earnings. 

For all or a portion of the dividend paid or advances on 

dividends, the General Meeting has the option of granting 

each shareholder the choice between payment of the 

dividend or advances on the dividend in shares or cash under 

the terms and conditions provided for under French law. 

Article L.27 of the French state domain code (Code du 

Domaine de l’Etat) specifies that dividends relating to shares 

are in principle subject to limitation by a lapse of time further 

to a five-year period. Dividends that have reached the end of 

the five-year limitation period must be paid back to the State. 

2.1.14. Company management and supervisory bodies 

Executive management (Article 15 of the company 

bylaws): 

Executive management is performed, under his responsibility, 

either by the Chairman of the Board of Directors or by 

another individual selected from among the Board members 

or externally, serving as the Chief Executive Officer. 

The Board of Directors chooses between the two conditions 

for the performance of executive management. It may 

modify its choice at any time. In each case, it notifies the 

shareholders and third parties in accordance with the 

regulations in force. 

If the Chairman performs the functions of the Chief Executive 

Officer, the provisions of these bylaws relative to the Chief 

Executive Officer will apply to the Chairman. 

When executive management functions are not performed 

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 broadest 

powers to act in the Company’s name under all circumstances, 

within the limits of the corporate purpose and subject to the 

powers expressly granted under French law for Board of 

Directors and shareholder meetings. 

As proposed by the Chief Executive Officer, the Board of 

Directors may appoint from one to five Deputy Chief Executive 

Officers. The age limit for serving as Chairman also applies to 

positions as Deputy Chief Executive Officers. 

In relation to third parties, the Deputy Chief Executive Officers 

have the same powers as the Chief Executive Officer. 

In line with the company’s internal organization, the powers 

of the Chief Executive Officer and Deputy Chief Executive 

Officers may be limited by the Board of Directors, although 

such a limitation is unenforceable against third parties 

Board of Directors (Article 14 of the company 

bylaws): 

The Company’s administration is handled by a Board of 

Directors made up of a minimum of three and a maximum 

of 18 members; however, this maximum number may be 

increased to 24 in the event of a merger under the legal 

conditions in force. 

If the capital held by employees of the company and affiliates 

in connection with the company savings scheme represents 

more than 3% of the share capital, a Director is appointed 

under the conditions set by French law and the regulations 

in force from among the employee shareholders or the 

employees who are members of the Supervisory Board of the 

company mutual fund holding the shares. Such a Director is 

not taken into account when determining the minimum and 

maximum numbers of Directors. 

Except for cases when not required under French law, each 

Director must own at least one share. 


8

2.0 


Directors are appointed for a two-year term of office, and 

may be reappointed. However, the term of office of any 

individual member shall as of right be terminated, without 

any possibility for renewal, further to the ordinary general 

shareholders’ meeting convened to approve the financial 

statements for the past financial year held in the year during 

which the member in question reaches the age of 75. 

The Board of Directors is convened by the Chairman on 

his initiative and, if he is not responsible for executive 

management, as requested by the Chief Executive Officer, 

or, if the Board has not met for more than two months, as 

requested by at least one third of the Directors. Directors 

may be convened by any means, indicating the agenda that 

has been set by the author of the notice to attend. 

Meetings are held at the registered office or at any 

other location indicated in the notice to attend. For 

deliberations to be valid, at least half of the Board 

members must effectively be present. Under the bylaws, 

Directors participating in the Board meeting using 

videoconferencing or telecommunications facilities in 

accordance with the limits and conditions set under the 

legislation and regulations in force may be deemed to 

be present for calculating the quorum and majority. Such 

videoconferencing and telecommunications facilities may 

not be used when: 

- Drawing up the annual and consolidated financial 

statements; 

- Drawing up the company’s management report and, as 

relevant, the Group’s management report; 

- Selecting the conditions for the performance of executive 

management; 

- Appointing and dismissing the Chairman, Chief Executive 

Officer and Deputy Chief Executive Officers. 

Decisions are subject to a majority of votes for members 

present or represented. In the event of a tie, the Chairman of 

the session has a casting vote. 

At each meeting, the Board may appoint a secretary, who 

may be selected from outside of the Directors. 

The Board of Directors determines the strategies for the 

company’s business and oversees their implementation. 

Subject to the powers expressly granted for shareholder 

meetings and in accordance with the corporate purpose, 

it reviews all matters concerning the company’s effective 

operations and rules on the affairs concerning it through its 

deliberations. 

It carries out the controls and verifications that it deems 

necessary. 

Among its specific powers, it authorizes the agreements and 

commitments defined by French law and more specifically any 

commitments made to the Chairman, Chief Executive Officer 

or Deputy Chief Executive Officers concerning compensation, 

allowances or benefits due or likely to be due when they end 

or change functions, or at any time thereafter. 

From among its members, the Board elects a Chairman, 

and determines his compensation. 

The Chairman of the Board of Directors organizes and 

oversees its work, which he reports on at the General 

Meeting. He ensures that the company’s various bodies 

operate effectively and more specifically ensures that the 

Directors are able to perform their missions. 

The Board may appoint one or more vice-chairmen, 

exclusively with a view to chairing Board sessions and 

General Meetings in the event of the Chairman’s absence. 


9

2.0 


2.2. General information on the share capital 

2.2.1. Changes in the share capital and rights 

associated with shares 

Any changes in the share capital or the rights associated 

with shares comprising the share capital are governed by the 

legal provisions in force, with the company bylaws having no 

specific provisions thereon. 

Acquisition by the company of its own shares 

Covering any marketable securities entitling holders to the 

allocation of shares in the company within the framework 

of the regulations in force, 

Canceling any shares acquired as relevant, as authorized by 

the General Shareholders’ Meeting held on April 27th, 2006. 

This authorization, granted to the Executive Board for a period 

of 18 months by the General Shareholders’ Meeting held on 

April 27 th , 2006, was transfered to the Board of Directors for 

the period set initially by the General Shareholders’ Meeting 

held on April 26 th , 2007. 

2.2.2. Share capital at January 28 th 2008 

Number of shares: 40,810,632 ordinary shares 

Par value: 0.40 euro 

Amount of the share capital: 16,324,252.80 euros (fully 

paid-up). 

Pursuant to a resolution adopted at the Combined General 

Meeting held on April 26th, 2007, the company may trade its 

own shares on the market in accordance with the provisions 

of Article L.225-209 of the French Commercial Code up to a 

maximum of 2,036,597 shares (5% of the share capital), for 

the purpose of: 

Coordinating the secondary market or liquidity of the 

APRIL GROUP share through an investment service provider 

based on a liquidity agreement in line with the AFEI 

compliance charter approved by the AMF, 

Keeping the shares purchased and delivering them 

subsequently in exchange or as payment for external 

growth operations, it being understood that shares 

acquired in this respect may not exceed 5% of the share 

capital, 

Covering stock-option schemes and other forms of 

allocating shares to the Group’s employees and/or 

corporate offices, notably in connection with company 

profit-sharing systems, a company savings scheme or the 

free allocation of shares, 

The maximum purchase price is 80 euros per share (par value 

of 0.4 euro). 

At March 5 th , 2008, total purchases made under this program 

stood at 4,916,737.10 euros for 120,171 shares, while the 

total number of shares sold amounted to 122,579 for a total 

of 5,059,745.65 euros. 

The transactions were carried out within the range of 

35.55 euros for the minimum sales price and 46.75 for the 

maximum purchase price. 

At March 5 th , 2008, the company directly and indirectly held 

161,976 APRIL GROUP shares (0.40% of the share capital). 

These shares have a par value of 64,790.40 euros and a book 

value of 6,719,682.83 euros. 

10 


2.0 


2.2.3. Authorized and unissued share capital 

The Company’s Board of Directors may increase the share capital under the following authorizations: 

In Euros 

Date of the EGM (c) 

Authorization end 

date 

Authorized amount 

Previous years 

increases 

Increases carried out 

over the year 

Residual amount on the 

date the present table 

was set up 

Authorization to increase the capital with 

preferentialsubscription rights maintained 

April 27, 2006 June 26, 2008 10,000,000 (a) N/A - 10,000,000 (a) 


preferential subscription rights waived 



preferential subscription rights waived in 

favor of members of a company savings 

scheme 

April 27, 2006 June 26, 2008 500,000 N/A - 500,000 

Authorization to increase the capital in 

payment for securities acquisition 

April 27, 2006 June 26, 2008 10 % of the share capital N/A - 10% of the share capital 

Authorization to issue warrants April 27, 2006 June 26, 2009 5 % of the share capital N/A (b) 259,000 

Authorization to grant free shares to be 

issued 

April 27, 2006 June 26, 2009 5 % of the share capital N/A N/A 5% of the share capita 

(a) Joint cap. 

(b) The authorization given to the Executive Board and then to the Board of Directors was used with three schemes issued in 2007. No options issued under these schemes were exercised in 2007. 

The maximum capital increase associated with these three schemes represents 103,600 euros. 

(c) The General Meeting that decided on August 28 th , 2007 to change the company’s management structure with the adoption of the Board of Directors formula provided for the possibility for these 

delegations, which were initially granted to the Executive Board by the General meeting on April 27 th , 2006, to be used by the Board of Directors. 

11 


2.0 


2.2.4. Financial instruments not representing the 

share capital 

N/A. 

2.2.5. Other securities with an equity component 

There are no securities giving access, immediately or 

subsequently, to the company’s share capital. 

2.2.6. Table summarizing changes in the capital 

The holding company was set up in 1990. Nevertheless, the 

business has been developed since 1988. 

Date 

Type of transaction 

Nominal 

amount 

Issue premium 

Subsequent 

amount of share 

Share par 

value 

Cumulative 

number of 

shares 

Feb 22, 90 Incorporation FRF250,000 FRF250,000 FRF100 2,500 

Jun 03, 93 Increase by incorporation of reserves FRF750,000 FRF1,000,000 FRF100 10,000 

Dec 18, 95 Increase by incorporation of reserves and division of par value FRF9,000,000 FRF10,000,000 FRF10 1,000,000 

Sep 11, 97 

Increase (by increasing par value from the incorporation of paid-in capital and a portion of 

reserves, followed by a division of par value) 

FRF90,000,000 FRF100,000,000 FRF25 4,000,000 

Mar 31, 00 Increase by capital contribution FRF452,925 FRF24,868,675 FRF100,452,925 FRF25 4,018,117 

Mar 31, 00 Conversion of share capital into euros €758,518.3 €16,072,468 €4 4,018,117 

Apr 26, 01 10-for 1 stock split €0 €0 €16,072,468 €0.4 40,181 170 

Feb 19, 04 

Jan 10, 05 

Jan 27, 06 

Jan 22, 07 

Feb 28, 08 

Executive Board report on the capital increase on December 31 st , 2003 linked to the 

exercising of stock options 







Board of Directors’ report on the capital increase on December 31 st , 2007 linked to the 

exercising of stock-options 

€14,080 €0 €16,086,548 €0.4 40,216,370 

€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 

12 


2.0 


2.3. Breakdown of share capital and voting rights at year-end for the last five fiscal years 

Numbers of shares % of capital % of voting rights 

2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 

Bruno ROUSSET 13,516,907 13,516,897 10 10 10 33.61 33.43 0.00 0.00 0.00 48.83 48.57 0.00 0.00 0.00 

Evolem 11,789,657 11,776,657 25,168,544 25,168,544 25,168,544 29.32 29.12 62.00 61.79 61.67 21.30 21.23 67.67 67.71 68.58 

Total Bruno ROUSSET 

(direct/indirect) 

25,306,564 25,293,554 25,168,554 25,168,554 25,168,554 62.93 62.55 62.00 61.79 61.67 70.15 69.80 67.67 67.71 68.58 

Xavier COQUARD 824,396 749,396 420,016 420,016 113,323 2.05 1.85 1.03 1.03 0.28 2.98 2.70 1.63 1.63 0.43 

Employees and other 

registered shareholders 

Générali Vie (formerly 

Fédération Continentale) 

239,754 180,444 110,888 111,290 110,101 0.60 0.45 0.27 0.27 0.27 0.43 0.46 0.33 0.31 0.32 

400,000 400,000 400,000 400,000 400,000 0.99 0.99 0.99 0.98 0.98 1.45 1.44 1.55 1.55 1.53 

Hannover Re 400,000 400,000 400,000 400,000 400,000 0.99 0.99 0.99 0.98 0.98 1.45 1.44 1.55 1.55 1.53 

Treasury shares 13,084 11,120 12,090 171,575 155,067 0.03 0.03 0.03 0.42 0.38 0.00 0.00 0.00 0.00 0.00 

Public (*) 13,032,572 13,401,199 14,080,435 14,060,513 14,463,587 32.41 33.14 34.69 34.52 35.44 23.54 24.16 27.27 27.25 27.61 

Total 40,216,370 40,435,713 40,591,983 40,731,948 40,810,632 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 

(*) The number of shareholders was identified through a TPI survey (Titres au Porteurs Identifiables) conducted by EUROCLEAR for APRIL GROUP. 

2002: approximately 6,500 shareholders 





2007:approximately 10,310 shareholders 

To the best of the Company’s knowledge, since 2006, FMR Corp. and Fidelity Investment International, on behalf of mutual funds managed by their subsidiaries, have owned more than 5% of 

the share capital and voting rights. To the best of the company’s knowledge, there are no shareholder agreements in force relating to the company’s shares. 

13 


2.0 


2.4. Market for company financial instruments 

The APRIL GROUP share is listed on the Paris stock exchange 

(Compartment A) and has been included in the SBF 120 index 

since November 2003. 

Share price trends – April 2007 to March 2008 

50 

Month's high 

Month's low 

Monthly average 

45 

Volume in thousand of shares 

4,000 

3,000 

2,000 

1,000 

Monthly volum 

40 

35 

0 

Jan 

07 

Feb 

07 

Mar 

07 

Apr 

07 

May 

07 

Jun 

07 

Jul 

07 

Aug 

07 

Sep 

07 

Oct 

07 

Nov 

07 

Dec 

07 

Jan 

08 

Feb 

08 

Mar 

08 

30 

Apr 07 May 07 Jun 07 Jul 07 Aug 07 Sep 07 Oct 07 Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 

2.5. Dividends 

Since it was listed, APRIL GROUP has chosen to pay its shareholders a dividend representing around 25% of its net income. 

Dividend payment over the last nine years: 

2007 2006 2005 2004 2003 2002 2001 2000 1999 

Net dividend 0.44* 0.40* 0.33* 0.22* 0.15 0.48 0.16 0.122 0.095 

Tax credit - - - - 0.075 0.24 0.08 0.061 0.0475 

The 2006 dividend payment presented in this table was proposed 

by the Board of Directors on February 28 th , 2008. It 

will be submitted for approval at the General Meeting on 

April 27 th , 2008. 

Gross income 0.44 0.40 0.33 0.22 0.225 0.72 0.24 0.183 0.1425 (*) This income is eligible for the 40% rebate set out under Article 158-3-2 of the 

general French tax code. 

14 


3.0 Information 3.0 

on the company’s activities 

on the company’s activities 

Information 

3.1. Presentation of the company and the Group 

3.1.1. Key dates 

DATES Events 1988/2007 


1988 

1990 

Creation of APRIL (complementary health, death, 

accident) 

Launch of a small and medium-size company 

group insurance business 

1998 

Acquisition of CETIM 

Creation of AXERGY 

Launch of INTRAPRIL (extranet) 

APRIL joins the SBF 250 

1992 Launch of savings products 

1993 

First sales force in the field 

Implementation of NOEMIE for immediate 

reimbursement of health expenses 

1999 

Creation of ATELINA 

Acquisition of GMP Gestion 

Acquisition of AIPS 

1996 

1997 

Creation of third-party management business, 

which became Aglaé in 1998 

24-hour management 

Customer Satisfaction Prize 

ISO 9001 certification 

IPO (Paris Second Market) on October 23rd 

Acquisition of AXERIA (formerly CPA Vie) 

Creation of april.fr web site 

2000 

Creation of APRIL GROUP (Holding company) 

Creation of APRIL Spa 

Creation of APRIL Hispania Services 

Creation of AVANDIA 

Creation of ASSURANCIEL 

Creation of BE SERVICES 

Acquisition of IPM 

Acquisition of TMS/ABI 

Acquisition of CONTACT ASSISTANCE 

Acquisition of CITM 

Launch of Travelexpat.com portal 

15 


3.0 

Information on the company’s activities 




2001 

2002 

2003 

2004 

Acquisition of IMPACT ASSURANCES 

Acquisition of L&E 

AFFLUANCE becomes a subsidiary 

Cristal Prize for Financial Transparency 

Creation of APRIL CONSEILS 

12-hour management at APRIL Assurances 

Termination of activities of BE SERVICES and 

ATELINA 

Creation of ARRIMANCE (merger of GMP Gestion 

and CETIM) 

Acquisition of SFG (SOCIETE FRANÇAISE DE 

GARANTIE) 

Acquisition of EUROPASSUR 

Creation of RESOLUTION in partnership with the 

MONCEAU Group 

Disposal of CITM and APRIL HISPANIA SERVICES 

and activities wound up 

Acquisition of FG&A 

Award for best annual report for companies 

outside the SBF 120 

Bruno ROUSSET: Grand Prize for Entrepreneurs 

APRIL included in the SBF 120 

Adoption of an administration structure with an 

Executive Board and Supervisory Board 

Acquisition of HAUSSMANN CONSEILS 

Acquisition of COUCHON Assurances 

Acquisition of RHODIA Assurances, renamed 

AXERIA IARD 

Acquisition of FORUM and CIARE 

Merger of AGLAE and APRIL Solutions 

Acquisition of CARDIF’s interest in AXERIA 

PREVOYANCE 

Creation of AXERIA INSURANCE COMPANY Ltd, 

Merger of APRIL ServiceS and FLANDIN FINANCES 

Disposal of equity holdings in APIC 

2005 

2006 

Acquisition of the remaining share in SFG 

Acquisition of CGCA and GI2A 

Acquisition of ASSURANCE JURIDIQUE 

Acquisition of FRANCE PLAISANCE ASSURANCE 

Creation of ASSURTIS based on a joint venture 

with MEDIATIS 

Acquisition of the remaining shares in 

RESOLUTION 

Acquisition of the remaining shares in FG&A 

Acquisition of COGEALP 

Acquisition of FEBS AG 

Creation of AS CONSEILS & AUDIT 

Acquisition of SASCO 

Acquisition of SEPCOFI and EAC 

Creation of HABITANCE based on a joint venture 

with the Guy HOCQUET network 

Creation of APRIL GERMANY 

Acquisition of the remaining shares in FORUM 

ASSURANCES 

FLANDIN FINANCES becomes APRIL Courtage 

Creation of MERLE ASSURANCES and VIVIER 

ASSURANCES 

Acquisition of the remaining shares in Assurance 

Juridique 

Acquisition of Dierrevi SpA in Italy 

Acquisition of AVS 

Acquisition of DOUDET CHARLET 

Acquisition of Moral Caraïbes 

Creation of APRIL Iberia, VILLETTE ASSURANCES, 

APRIL Cover, APRIL Service, APRIL Direct, APRIL 

Réseau, APRIL International, APRIL Projet, APRIL 

Partenariats, ISR Courtage, Axeria Vie, APRIL 

Yacht Broker di Assicurazioni, Solucia Protection 

Juridique. 

Acquisition of the remaining shares in 

EUROPASSUR 

2007 

Acquisition of AMT Assurances 

New organization based around the Group’s 

insurance companies and four business 

divisions: individual personal protection, 

corporate (consolidation of group insurance and 

property and casualty), individual property and 

casualty, and life and savings. 

Creation of APRIL Marketing Solutions 

Creation of APRIL Cover 

Creation of APRIL North America and acquisition 

of two brokers in Quebec: ESCAPADE Assurances 

and Dave Rochon Assurances Inc. 

APRIL GROUP acquires 38.2% of ASSURDOM 

Gestion’s share capital 

New Corporate Governance scheme, with a 

Board of Directors chaired by Bruno Rousset, 

who is also CEO 

Creation of APRIL Corporate Broking 

Creation of APRIL Santé 

Creation of Solidaris 

APRIL GROUP acquires the majority of Assinco’s 

share capital 

Creation of APRIL Mediterranean Limited and 

Axeria Re Limited 

Creation of Axeria Courtage 

Creation of APRIL Réunion 

Merger of CIARE, AVS and DOUDET- CHARLET 

Creation of APRIL CEE Development Creation of 

APRIL Assurances Entreprises Creation of APRIL 

Solutions Entreprises 

16 


3.0 


3.1.2. Principal activities of APRIL GROUP 

ORGANIZATION AND BUSINESSES 

APRIL GROUP’s activities are split into four business divisions 

(Individual Personal Protection, Corporate, created through 

the consolidation of the group insurance and corporate 

property and casualty activities, Retail Property and Casualty, 

Life and Savings) and four insurance companies (Axeria IARD, 

Axeria Prévoyance, Axeria Vie and Solucia Protection Juridique) 

The APRIL GROUP Holding company oversees four 

divisions: 

APRIL GROUP PRÉVOYANCE INDIVIDUELLE 

(APRIL GROUP Individual Personal Protection) 

Under this brand, this division groups together all the 

companies designing, managing and distributing individual 

personal protection policies: 

- APRIL Assurances ; 

- APRIL Mobilité ; 

- APRIL Iberia (Spain) ; 

- APRIL Italia (Italy) ; 

- APRIL Financial Services AG (Germany) ; 

- APRIL Santé ; 

- APRIL Marketing Solutions ; 

- Solidaris ; 

- APRIL Réunion ; 

- TMS CONTACT. 

APRIL GROUP CORPORATE 

Under this brand, this division groups together all of the 

companies providing corporate services: group health and 

personal protection, property and casualty for businesses: 

- APRIL Cover ; 

- CIARE ; 

- Dierrevi Spa (Italy) ; 

- Europassur ; 

- SASCO ; 

- APRIL Corporate Broking ; 

- Assinco ; 

- APRIL Assurances Entreprises ; 

- Cogealp ; 

- Haussmann Conseils ; 

- SEPCOFI ; 

- APRIL Solutions Entreprises. 

APRIL GROUP DOMMAGES PARTICULIERS 

(APRIL GROUP Retail Property and Casuality) 

Under this brand, this division groups together all the 

companies designing, managing and distributing property 

and casualty policies for individual clients: 

- APRIL Yacht Broker di Assicurazioni (Italy); 

- Habitance ; 

- L&E (United Kingdom) ; 

- APRIL Solutions ; 

- Easyssur ; 

- AMT Assurances ; 

- SFG ; 

- FGA ; 

- CGCA ; 

- GI2A ; 

- FRANCE PLAISANCE ASSURANCE ; 

- Assurtis ; 

- APRIL Premium (formerly APRIL Iard) ; 

- Mutant Assurances ; 

- ASSURDOM Gestion ; 

- APRIL Immobilier (formerly Résolution) ; 

- Moral Caraïbes ; 

- AMC ; 

- Mutassur. 

APRIL GROUP VIE ET ÉPARGNE 

(APRIL GROUP Life and Savings) 

Under this brand, this division groups together the companies 

designing, managing and distributing savings policies for 

individual clients: 

- Axeria Vie ; 

- APRIL Patrimoine ; 

- ISR Courtage. 

APRIL GROUP Holding also oversees the following 

companies: 

- Axeria Prévoyance is a mixed insurance company 

specializing in personal insurance. Whatever the field 

concerned, it is a specialist in the design of made-tomeasure 

product ranges (health, personal protection, loan 

insurance) and risk management, 

- Axeria Iard (formerly Rhodia Assurances) is an insurance 

company specializing in property and casualty insurance, 

- Solucia Protection Juridique is an insurance company 

specializing in legal protection; 

- APRIL CEE Development develops and distributes insurance 

products for countries in Central and Eastern Europe; 

- APRIL North America is a holding structure overseeing two 

Canadian brokers. 

17 


3.0 


The Group also has a number of transversal economic 

interest groups: 

- GIE APRIL Technologies is an IT service provider specializing 

in dedicated IT systems for insurance; 

- GIE La Maison Commune; 

- GIE APRIL Courtage; 

- GIE MicroReso; 

- GIE APRIL Services; 

- GIE Axeria Courtage; 

APRIL GROUP is an insurance solutions architect, designing 

products with risk to be covered by third-party insurers. 

These policies will be distributed to the end client (individual 

or group) by independent distribution channels. 

As an architect of insurance services, APRIL GROUP designs 

and implements solutions for its partner distributors 

combining clear insurance offerings, rapid management 

and high-quality relations with policyholder clients, enabling 

distributors to stand out from the competition and build 

client loyalty. 

This is where APRIL GROUP’s model continues to be original 

on the insurance market, without any comparable rivals. 

Group companies are subject to changes in social and tax 

regulations in the sector for insurance and savings products. 

3.1.3 Consolidated financial highlights 

In thousand euros 

2004 

2004 

2005 

2006 


CRC 

IFRS 

IFRS 

IFRS 

IFRS 

Revenues 339,030 335,175 445,214 520,400 604,183 

EBIT 51,863 60,507 83,559 96,913 104,441 

% of revenues 15.30% 18.05% 18.77% 18.62% 17.29% 

Pre-tax income before exceptional items 60,646 58,458* 80,553* 96,717* 104,505* 

% of revenues 17.89% 17.44% 18.09% 18.59% 17.30% 

Consolidated net income (group share) before amortization of goodwill 37,543 N/A N/A N/A N/A 

% of revenues 11.07% 

Consolidated net income (group share) after amortization of goodwill 34,166 35,726 53,836 65,074 72,111 

% of revenues 10.08% 10.66% 12.09% 12.50% 11.94% 

Cash-flow 60,026 60,108 67,630 86,518 114,171 

% of revenues 17.71% 17.93% 15.19% 16.63% 18.90% 

Shareholders’ equity (group share) 136,663 142,210 195,743 242,073 294,392 

NET CASH ASSETS 125,680 125,488 139,773 161,225 167,392 

* Of which, change in goodwill on acquisitions: -1,646 thousand euros in 2004, -2,641 thousand euros in 2005, -52 thousand euros in 2006 and 26 thousand euros in 2007. 

18 


3.0 


3.1.4. Breakdown of revenues at December 31 st , 2007 

In thousand euros Savings Health and personal protection Property and casulaty Others Inter-company write-offs Total 

REVENUES 16,936 394,139 218,292 -25,184 604,183 

Of which France 16,936 379,565 201,871 -25,184 573,188 

Outside of France 14,574 16,421 30,995 

Income from ordinary operations 20,322 414,757 227,521 7,462 -32,180 637,882 

Operating income -565 92,984 19,621 -7,395 104,645 

Of which France -565 92,595 17,344 -7,334 102,040 

Outside of France 389 2,277 -61 2,605 

NET INCOME -978 56,194 14,886 2,009 72,111 

In thousand euros Savings Health and personal protection Property and casulaty Others Inter-company write-offs Total 

Premiums 5,054 138,341 95,437 -23,269 215,563 

Commissions 11,882 250,440 102,672 -363 364,631 

Services 5,358 20,183 -1,553 23,989 

REVENUES 16,936 394,139 218,292 -25,184 604,183 

3.1.5. Real estate 

N/A 

3.1.6. Maning activites 

N/A 

3.1.7. Exceptional events 

N/A 

3.2. Dependences in respect of patents and 

licenses 

N/A 

3.3. Company workforce 

Change in total workforce 2002-2007: 

2002 2003 2004 2005 2006 2007 

963 914 1,103 1,814 1,959 2,446 

2007 HR data: 

Breakdown by gender: 

- 69% women 

- 31% men 

Breakdown by age group: 

- 20/30 years old : 30% 

- 31/40 years old : 42% 

- Over 40 years old : 28% 

Average age: 35 years old 

Seniority in a Group company: 5 years 

Status: 

- Executives, managers, managers equivalents: 35 % 

- Non-management: 65 % 

In 2007, APRIL GROUP further strengthened its management 

rate (31% in 2006), although this rate is still lower than for 

the industry in general. This is primarily due to the Group’s 

organization and relatively flat structure. 

Breakdown by activity: 

- Health and personal protection: 42% 

- Property and casualty insurance: 52% 

- Savings: 2% 

- Other: 4% 

19 


3.0 


Breakdown by region: 

- Rhône-Alpes: 57% 

- Ile de France: 13% 

- Other regions: 15% 

- DOM (overseas departments): 10% 

- International: 5% 

3.4. Investment policy 

At the same time, external growth represents a key part of 

the Group’s strategy and the implementation of its mediumterm 

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 in France 

and internationally. 

APRIL GROUP’s development is driven by both organic and 

external growth. 

The Group’s human capital lies at the heart of its organic 

growth. In this way, a dynamic investment policy is being 

rolled out on the men and women making up its teams, 

with: 

their professional and personal development through 

training, participation in cross-business projects and APRIL 

University, 

the recruitment drive seen in 2007 aiming to strengthen 

key functions and enrich the range of personalities and 

expertise available, 

moves to associate staff with the creation of value through 

profit-sharing agreements. 

20 


Legal structure at December 31 st , 2007 

GIE APRIL COURTAGE 

GIE LA MAISON COMMUNE 

APRIL GROUP 

100% 

APRIL Mediterranean Ltd 

GIE APRIL Prestations 

APRIL GROUP 

PREVOYANCE IND. 

100% 

100% 

84% 

100% 

70% 

82.7% 

100% 

97.38% 

80% 

99.86% 

59.4% 

APRIL Assurances 

100% 

100% 

99% 


Entreprises 

APRIL 

Technologies 

APRIL Conseils 

APRIL Financial Services 

APRIL Germany 

APRIL IBERIA 

APRIL MOBILITE (*) 

100% 

APRIL ITALIA 

AHM 

APRIL Réunion 

APRIL SANTE 

SOLIDARIS 

TMS Contact 

Moral Caraïvbes 

100% 

APRIL GROUP 

DOMMAGES PARTICULIERS 

75% 

100% 

100% 

70% 

AMT Assurances 

APRIL Immobilier 

APRIL Premium 

APRIL Yaght Broker 

di Assicurazioni 

38.2% 

ASSURDOM gestion 

55% 

90.7% 

76.6% 

100% 

100% 

75% 

50% 

ASSURTIS 

CGCA (*) 

GI2A (*) 

Easyssur 

FG&A 

France Plaisance 

Assurance 

Habitance 

Mutant Assurances 

GIE CHÂTEAUDUN 

GIE MULTISERVICES 

APRIL GROUP CORPORATE 

APRIL Corporate Broking 

APRIL Cover 

APRIL Solutions 

Entreprises 

CIARE (*) 

AS Conseil 

et Audit 

COGEALP 

Groupe ASSINCO 

HAUSSMAN Conseils 

SASCO (*) 

SEPCOFI (*) 

100% 100% 

100% 

L&E Title group 

APRIL Marketing Solutions 

100% 

100% 

100% 

100% 100% 69,9% 

Mutassur 

Assurances 

Microreso 

(GIE) 

95.1% 

70% 

100% 

64% 

66% 

80% 

100% 

80% 

80% 

63.7% 

63.8% 

100% 

49% 

50% 

DIERREVI 

Europassur 

Aris 


100% 

APRIL GROUP VIE EPARGNE 

100% 

Axeria Vie 

100% 

APRIL Patrimoine 

100% 

100% 

100% 

100% 

100% 

100% 

ISR Courtage 

LETIS (UK) 

LE Italie 

LE Spain 

LETIP France 

LE Jersey 

CSF 

APRIL North America 

100% 

60% 

100% 

100% 

Dave Rochon 

Dave Rochon 

Insurance 

Service Inc. 

D&L 

Underwriting 

Managers Ltd. 

Escapade 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

APRIL Alpha 

APRIL Delta 

APRIL Gamma 

APRIL 

Kappa 

APRIL Omega 

APRIL Sigma 

Forum 

Finances 

(*) The remaining capital of those companies is held 

by Axeria Iard and Axeria Prévoyance 

APRIL GROUP PRÉVOYANCE INDIVIDUELLE Division 

(APRIL GROUP Individual Personal Protection) 

APRIL GROUP DOMMAGES PARTICULIERS Division 

(APRIL GROUP Retail Property and Casualty) 

APRIL GROUP CORPORATE Division 

Axeria Prévoyance 

Axeria IARD 

Axeria Insurance Company 

SOLUCIA PJ 

APRIL GROUP VIE ÉPARGNE Division (APRIL GROUP Life and Savings) 

Insurance company 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

Company based on the North American Continent 

Axeria Re Ltd 

APRIL CEE Developpement 

(Hungary) 

Axeria Courtage 

100 % 

AMC 

100% 

SFG 

100% 

ARPI (SCI) 

Company located outside of France 

21 


3.0 


3.4.1.Description of main investments 

3.4.1.1. In 2007 

AMT Assurances 

APRIL GROUP DOMMAGES PARTICULIERS (Retail Property 

and Casualty) acquired a 75% stake in AMT Assurances, a 

wholesale broker specialized in designing, managing and 

distributing motorcycle insurance policies. 

Axeria Vie 

AXERIA Vie (Life and Savings) was accredited by the French 

Insurance regulator (Comité des Entreprises d’Assurance) 

on January 17 th , 2007. This company, fully-owned by 

APRIL GROUP VIE ÉPARGNE, accompanies APRIL GROUP’s 

development of its life insurance activities. 

ISR Courtage 

ISR Courtage, a dedicated brokerage structure for distributing 

socially responsible investments online, began trading in 2007. 

Febs (now APRIL Financial Services AG) 

APRIL GROUP PRÉVOYANCE INDIVIDUELLE (Individual Personal 

Protection) bought out the 10% stake held by minority 

shareholders in APRIL Financial Services AG on February 

19 th , 2007, taking its interest in this company’s capital up 

to 84%. 

APRIL Germany 


Protection) bought out the 20% stake held by minority 

shareholders in APRIL Germany on May 16 th , 2007, taking its 

interest in this company’s capital up to 100%. 


APRIL GROUP, through its specially created subsidiary APRIL 

NORTH AMERICA, acquired the Canadian brokerage firms Dave 

Rochon Assurances Inc., on June 8 th , 2007, and ESCAPADE 

Assurances Voyages, on June 11 th , 2007. ESCAPADE 

Assurances Voyages, based in Sainte Croix, is specialized in 

travel insurance products for retail customers. Dave Rochon 

Assurances Inc., based in Montreal, is a wholesale broker 

specialized in heightened risks on retail and corporate 

property and casualty insurance. 

ASSURDOM Gestion 


Protection) acquired a 38.2% stake in the Reunion-based 

ASSURDOM Gestion on June 22 nd , 2007. ASSURDOM Gestion 

is a wholesale broker specializing in property and casualty risks, 

primarily for retail customers 

Assinco 

APRIL GROUP CORPORATE acquired an 80% stake in Assinco on 

November 7 th , 2007. Assinco is an insurance brokerage firm, 

operating directly or through its 16 subsidiaries, on personal 

insurance, property and casualty insurance for goods and 

credit insurance, for businesses and individuals on mainland 

France and in French overseas departments and territories. 

APRIL Cover 

APRIL Cover, set up in 2006, began trading in 2007. This 

company provides small and medium-sized businesses with 

access to the entire range of tools required for managing 

their customer positions in order to prevent and manage 

non-payment risks: prevention, compensation, collection 

management, optimization of financing. 

Solidaris 

Since 2007, Solidaris, previously APRIL Partenariats, has 

been developing non-discriminating insurance solutions and 

services for legal protection, supplementary health and loan 

insurance for the homosexual community. 

APRIL Réunion 

APRIL Réunion, previously APRIL Distribution, began trading 

in 2007 on Reunion. The company is focused primarily on 

individual personal protection and health. 

APRIL CEE Development 

In 2007, APRIL GROUP created APRIL CEE Development, a 

Budapest-based brokerage company, in order to develop its 

business in Hungary. 

APRIL Mediterranean Ltd and Axeria Re Ltd 

Through its subsidiary APRIL Mediterranean Ltd (regional 

holding company), APRIL GROUP created Axeria Re Ltd on 

December 28 th , 2007. Axeria Re Ltd is a reinsurance company 

based in Malta. 

APRIL Santé 

In 2007, APRIL GROUP launched the business for APRIL Santé, 

with a network of points of sale and spaces for advice on 

family health insurance. 

APRIL Corporate Broking 

Previously APRIL International, it launched its activity to 

design, integrate and manage P&C insurance solutions 

for businesses, offered through a network of brokers and 

insurance agents. 

22 


3.0 


3.4.1.2. In 2006 

Assurance Juridique (now Mutant Assurances) 

On February 16 th , 2006, APRIL GROUP acquired a further 25% 

stake in Assurance Juridique, giving it full ownership of this 

company. 

Dierrevi SPA 

On May 11th, 2006, APRIL DÉVELOPPEMENT (now APRIL 

GROUP DOMMAGES PARTICULIERS) acquired an 80% stake in 

Dierrevi SPA, a brokerage company specializing in the design 

and marketing of vehicle fleet insurance policies in Italy. 

APRIL Iberia 

APRIL Iberia, set up on May 31st, 2006, launched its business 

to design, manage and provide sales support for insurance 

programs for independent advisers and insurers in Spain at 

the end of December 2006. 

DOUDET CHARLET 

On June 27th, 2006, APRIL DEVELOPPEMENT (now APRIL 

GROUP DOMMAGES PARTICULIERS) acquired a 100% stake in 

DOUDET CHARLET, a brokerage company operating primarily 

on industrial risks (property and casualty and civil liability). 

AVS 

On July 3rd, 2006, APRIL CORPORATE (now APRIL GROUP 

CORPORATE) acquired a 100% stake in AVS, a brokerage 

company operating primarily on industrial risks (property and 

casualty and civil liability). 

Moral Caraïbes 

On July 20 th , 2006, APRIL COURTAGE (now APRIL GROUP 

PRÉVOYANCE INDIVIDUELLE) acquired a 59.4% stake in Moral 

Caraïbes, a wholesale broker specializing in the design, 

management and distribution of individual property and 

casualty insurance policies. This company owns 100% of 

AMC. 

Solucia Protection Juridique 

Solucia Protection Juridique was accredited by the French 

Insurance regulator (Comité des Entreprises d’Assurance) 

on October 20 th , 2006. This company designs and manages 

legal protection policies. 

Europassur 

On November 30 th , 2006, APRIL CORPORATE (now APRIL 

GROUP CORPORATE) acquired a further 25% stake in 

Europassur, giving it full ownership of this company. 

3.4.1.3. In 2005 

SFG 

SFG’s remaining capital was acquired on January 1 st , 2005. 

CGCA/GI2A 

On January 7 th , 2005, APRIL Assurances acquired 100% of 

the capital of CGCA and GI2A, two companies specialized in 

the design and management of niche products for personal 

property and casualty insurance. CGCA also has a 100% interest 

in ACI. ACI, CGCA and GI2A together own 100% of GIE AGIR. 

Assurance Juridique (now Mutant Assurances) 

In March 2005, APRIL GROUP acquired a 75% stake in the 

capital of Assurance Juridique and its 13 subsidiaries. This 

insurance company designs, manages and markets legal 

protection and property and casualty insurance products. 

FRANCE PLAISANCE ASSURANCE 

On April 22 nd , 2005, APRIL DÉVELOPPEMENT (now APRIL 

GROUP DOMMAGES PARTICULIERS) acquired a 75% interest 

in FRANCE PLAISANCE ASSURANCE. This brokerage company 

specializes in designing and managing comprehensive 

insurance policies for pleasure cruisers. 

Assurtis 

APRIL DEVELOPPEMENT (now APRIL GROUP DOMMAGES 

PARTICULIERS) and LASER, through its subsidiary MEDIATIS, 

specialized in direct credit sales, joined forces to create 

Assurtis on June 1st, 2005. This company is 55%-owned 

by APRIL GROUP DOMMAGES PARTICULIERS and 45% 

by MEDIATIS. Through a network of franchised outlets, 

Assurtis distributes consumer credit products (renewable 

and redeemable personal loans, debt consolidation) and 

insurance policies (automobile, household, health, etc.). 

Résolution 

Résolution’s remaining capital was acquired between June 

30 th , 2005 and December 15th, 2005. Résolution became 

APRIL Immobilier in 2007. 

FG&A 

FG&A’s remaining capital was acquired on June 30 th , 2005. 

23 


3.0 


Cogealp 

On July 1 st , 2005, APRIL GROUP acquired a 66% interest 

in Cogealp, a brokerage specializing in the design and 

management of group health and personal protection 

insurance policies for businesses, trading under the ALP 

brand. 

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 management of insurance 

policies for consumer credits, notably car loans 

APRIL Germany 

On December 12 th , 2005, APRIL COURTAGE (now APRIL 

GROUP PRÉVOYANCE INDIVIDUELLE) and GO LIFE created 

APRIL Germany. 80%-owned by APRIL COURTAGE and 20% by 

GO LIFE, this company aims to develop a business designing, 

managing and providing sales assistance for insurance 

programs through a network of independent insurers and 

advisers in Germany. 

FORUM Assurances 

FORUM Assurances’ remaining capital was acquired on 

December 15 th , 2005. 

Axeria Iard 

APRIL GROUP acquired 100% of RHODIA ASSURANCES on 

July 8 th , 2004. This insurance company, which was renamed 

Axeria Iard, focuses primarily on property and casualty and 

other risks: automobile (private vehicles, long-term rentals 

and fleets), comprehensive home and contents (individuals 

and buildings) and professional risks. 

Axeria Prévoyance 

On December 31 st , 2004, APRIL GROUP acquired the CARDIF 

group’s 35% stake in Axeria Prévoyance. APRIL GROUP now 

owns 100% of the company’s capital. 

SASCO 

On September 7 th , 2005, APRIL DÉVELOPPEMENT (now 

APRIL GROUP DOMMAGES PARTICULIERS) acquired 100% of 

the capital of SASCO. This brokerage firm is specialized in the 

design and management of insurance policies for small and 

medium-sized businesses, notably on property and casualty 

insurance. 

SEPCOFI / EAC 

On September 26 th , 2006, APRIL SOLUTIONS acquired a 

100% interest in the brokerage firms SEPCOFI and EAC, based 

respectively in Lyons and Paris. These companies specialize 

in providing advisory services and designing group social 

protection and insurance programs for staff in businesses 

Habitance 

On October 5 th , 2005, APRIL Assurances and GUY HOCQUET 

(independent estate agent group) set up Habitance, a 50-50 

jointly owned brokerage firm specializing in providing insurance 

solutions for estate agents from the GUY HOCQUET network. 

3.4.1.4. In 2004 

CIARE SA 


PARTICULIERS) acquired 100% of COURTAGE INDUSTRIEL 

D’ASSURANCES ET DE REASSURANCES EUROPEENNE – CIARE 

SA and its wholly-owned subsidiary CIARE INVESTISSEMENT 

on April 1 st , 2004. 

This company is specialized in corporate property and 

casualty insurance, designing and managing tailor-made 

offerings for industrial and construction risks. It is based in 

Lyons and Saint-Etienne. 

FORUM Assurances 


PARTICULIERS) acquired a 90% interest in FORUM Assurances 

on April 1 st , 2004. This brokerage company specializes in 

niche P&C insurance markets for small and medium-sized 

businesses, top-end vehicles and comprehensive cover for 

buildings and offices. It is based in Lyons. 

3.4.1.5. In 2003 

CITM 

APRIL GROUP sold off its entire stake in CITM on March 5th, 2003. 

FG&A 

APRIL GROUP acquired 60% of Finance Groupements & 

Assurances (FG&A) on April 1 st 2003. This company is 

specialized in the design and distribution of corporate risk 

and civil liability insurance programs. 

CSF (Cabinet Serge Fisnot) 

APRIL GROUP, through SOCIETE FRANÇAISE DE GARANTIE, 

acquired an 80% stake in CABINET SERGE FISNOT on July 1 st , 

2003. 

24 


3.0 


Haussmann Conseils 

APRIL GROUP completed the acquisition of 80% of 

Haussmann Conseils on October 1 st , 2003. This company 

designs group programs for personal health and personal 

protection insurance. 

COUCHON Assurances 

APRIL GROUP acquired 100% of COUCHON Assurances on 

December 23 rd , 2003. This company specializes in the design 

and management of P&C insurance policies for individuals. 

FORUM FINANCES 

APRIL GROUP acquired 100% of FORUM FINANCE on 

October 1 st , 2003. Until this point, the Group had owned a 

59.58% interest in FORUM FINANCES. 

3.4.2. Investments underway 

The Company is constantly looking into opportunities for 

investments. 

3.4.3. Future investments 

The Company is constantly looking into opportunities for 

investments. 

3.5. Management report 

See the Executive Board’s management report on page 50 

and following 

3.6. Issuer risk: risk management at APRIL 

GROUP 

3.6.1. Identification of risk factors 

The Risk Manager is responsible for the overall management 

of risks within the Group. Within this framework, the risk 

manager has been tasked to identify the main risk factors 

defined in the APRIL GROUP risk repository: financial risks, 

risks relating to businesses and insurance operations, 

operational risks, accounting risks, strategic risks and legal 

non-compliance risks. 

He is also responsible for identifying new risks based on the 

information available or exchanges with risk or insurance 

professionals, and members of the Sustainable Development 

Committee. 

Lastly, he works with the findings and recommendations set 

out by the internal audit manager in connection with their 

audit assignments and the assignments carried out by other 

players, including financial controllers, business division 

auditors, Statutory Auditors, etc. 

The risk manager informs and advises the Group Committee, 

and reports on this mission to the Sustainable Development 

Committee. 

Each type of risk is subject to an in-depth review, with a risk 

map and action plan drawn up for each company, aimed at 

eliminating, transferring or reducing the residual risk. The 

company’s managers are responsible for implementing the 

action plan defined in connection with the audits or mapping 

processes, formally reporting at least once a year during 

June’s Strategic Committee meeting 

At the same time, the Group internal audit manager ensures 

the coherency and efficiency of internal control within Group 

companies. He coordinates and controls the activities of all 

the Group’s internal audit players. 

An annual audit plan is drawn up, factoring in exposure to 

risks in the various Group companies. This plan concerns all 

the companies in the Group. 

The plan for Year N is validated at the end of Year N-1 by 

the Group Committee. It is formally reviewed and presented 

to the Sustainable Development Committee twice a year for 

follow-up. It may also be updated as and when necessary 

according to the priorities identified over the course of the 

year. Several types of mission are carried out: cross-business 

and optimization missions, specific audit and control missions, 

follow-up missions for companies recently incorporated into 

the Group, and follow-up missions on previous audits. These 

missions are performed based on a set of standards that all 

Group company managers are familiar with: the internal audit 

charter. 

A written report is drafted along with a synopsis of the 

recommendations issued further to all such missions. 

Recommendations are classified into 3 categories: high risk, 

moderate risk, low risk. For each recommendation, a deadline 

is set and a manager appointed. 

The application of recommendations is monitored through 

follow-up missions during which progress made against the 

planned deadlines and recommendations is checked. 

25 


3.0 


In 2007, 12 internal audit missions were carried out in 8 

Group companies, notably covering the following issues: 

intellectual protection within the Group, review of insurance 

policies, application of the French law on intermediation, preclosing 

process, compensation and IT risks. In addition, two 

integration follow-up audits were carried out on companies 

that joined the Group in 2005. 

All of this work aims to consolidate the internal control 

process within Group companies. 

representing 1,524 thousand euros, 10,703 thousand euros 

in various bank borrowings, 2,294 thousand euros in credit 

current accounts and 15,118 thousand euros in financial 

liabilities resulting from commitments to buy out minority 

interests. 

The Group’s cash-flow, excluding current bank borrowings, is 

invested in full in short-term financial investments (96,568 

thousand euros at December 31 st , 2007) through a dedicated 

“monetary equivalent” UCITS (APRIL Trésorerie). 

3.6.2. Market risk (interest rate, foreign exchange, 

equity, credit) 

3.6.2.1. Link between the business and the risks 

identified 

APRIL GROUP’s business is based around two key areas with 

significantly different approaches to market risks: brokerage, 

which does not expose the Group to market risks, and 

insurance companies, for which market risk management 

represents one of their core businesses. 

Brokerage 

Through its activity and financial model, where cash-flow 

generates a negative working capital requirement, the 

brokerage business enables the Group to achieve a very low 

level of debt (total financial liabilities of only 30,305 thousand 

euros on the consolidated balance sheet) and a very high 

level of liquidity (177,718 thousand euros in net cash and 

cash equivalents on the consolidated balance sheet). 

The Group’s financial debt comprises a subordinated loan 

Insurance companies 

One of the basic functions of the insurance business involves 

investing premiums received from clients with a view to 

settling any future claims. 

Asset management, i.e. the choice of asset class and 

securities, is therefore a crucial element of Insurance 

companies business. In order to improve performance levels, 

the financial management of the Group’s insurance portfolios 

is delegated to a qualified external service provider. 

The management of assets and liabilities makes it possible 

to maximize the match between the rate of future payments 

and the investment of these premiums in various categories 

of assets. 

3.6.2.2. Risk assessment 

At December 31 st , 2007, APRIL GROUP, through its 

insurance subsidiaries (mainly Axeria Prévoyance and 

Axeria Iard), had a portfolio of financial investments worth some 

309,797 thousand euros, with the following breakdown: 

26 


3.0 


In thousand euros Market value % Historical cost 

Unrealized capital gains 

or losses 

Bonds 178,366 58% 183,158 -4,792 

Bond UCITS 0 0% 0 0 

TOTAL BONDS 178,366 58% 183,158 -4,792 

Equities 0 0% 0 0 

Foreign exchange risk 

All of APRIL GROUP’s portfolio is invested in euros, but there 

may be an indirect foreign exchange risk on account of the 

underlying resources (notably equity UCITS). The following 

table presents the portfolio’s exposure to currency market 

risks as at December 31 st , 2007: 

Equity UCITS 51,500 17% 41,654 9,847 

TOTAL EQUITIES 51,500 17% 41,654 9,847 

Other 25,760 8% 24,729 1,031 

Monetary 54,171 17% 53,683 488 

TOTAL PORTFOLIO 309,797 100% 303,224 6,573 

Of which Axeria Prévoyance 181,848 59% 171,933 9,914 

Of which Axeria Iard 61,272 20% 57,900 3,372 

Of which other companies 66,677 22% 73,391 -6,713 

FOREIGN EXCHANGE RISK 

EXPOSURE 

(In thousand euros) 

Total % 

Financial assets denominated in EUR 305,954 98.8% 

Financial assets denominated in GBP 2,411 0.8% 

Financial assets denominated in USD 

Financial assets denominated in 

other currencies 

1,432 0.5% 

Liquidity risk 

On account of the Group’s asset-liability management 

approach, this risk is not significant. 

Equity risk 

The Group’s insurance companies have invested 17% of their 

portfolios on the equities market, while the French insurance 

and mutual supervisory authority (Autorité de Contrôle 

des Assurances et des Mutuelles) sets the limit at 65% of 

regulated assets. The companies have therefore a highly 

cautious approach in relation to regulatory environment. 

Investments are made exclusively through UCITS, enabling a 

satisfactory distribution of risks. 

These UCITS are based on shares from various sectors – 

banking, insurance, mass retail, cosmetics, industry, etc. – 

primarily covering Europe, including France, as well as Japan 

on an ancillary basis. 

The following table presents a detailed breakdown of the 

portfolio’s equity risk exposure by region at December 31 st , 

2007: 

EQUITY RISK EXPOSURE BY REGION 


TOTAL PORTFOLIO 309,797 100% 

Europe USA Other regions Total 

Equities 

Equity UCITS 49,328 2,172 51,500 

TOTAL PORTEFOLIO 49,328 2,172 51,500 

% 95.8 % 4.2 % 100.0 % 

27 


3.0 


Interest rate risk 

APRIL GROUP’s portfolio is made up primarily of bonds. As 

such, it is exposed to an interest rate risk. More specifically, 

this concerns a fair value impairment risk for fixed-rate bonds 

and a cash-flow risk on coupons for variable-rate bonds. 

The table opposite presents the portfolio’s interest rate risk 

exposure at December 31 st , 2007 by maturity: 

INTEREST RATE RISK EXPOSURE BY MATURITY 


< 1 year 

< 2 

years 

< 3 

years 

< 4 

years 

< 5 

years 

> 5 

years 

Bonds exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 

Bond UCITS exposed to fair value risk 

Derivative assets exposed to fair value risk 

Other financial assets exposed to fair value risk 

FINANCIAL INSTRUMENTS EXPOSED TO FAIR VALUE RISK 28,268 19,881 12,073 24,567 10,175 45,753 140,717 

Total 

Bonds exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649 

Bond UCITS exposed to cash-flow risk 

Derivative assets exposed to cash-flow risk 

Other financial assets exposed to cash-flow risk 

FINANCIAL INSTRUMENTS EXPOSED TO CASH-FLOW RISK 2,628 1,378 5,447 2,974 25,222 37,649 

TOTAL PORTFOLIO 30,896 21,259 12,073 30,014 13,149 70,975 178,366 

% 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 100.0% 

Credit risk 

APRIL GROUP is exposed to a credit risk through the issuers 

of bonds held in its portfolio. However, this risk is limited 

thanks to the stringent selection of issuers (over 90% of 

issuers for bond assets are rated at least A by Standard & 

Poor’s). 

The table opposite presents a breakdown of the bond 

portfolio at December 31 st , 2007 by issuer rating: 

CREDIT RISK EXPOSURE BY ISSUER RATING (1) 


N.D. AAA AA A+ to A- 

BBB+ 

to BBB- 

< BBB- Total 

Bonds exposed to credit risk 1,003 78,913 28 766 53,718 15,966 178,366 

Bonds UCITS exposed to credit risk 

TOTAL BOND PORTFOLIO 1,003 78,913 28,766 53,718 15,966 178,366 

% 0.6% 44.2% 16.1% 30.1% 9.0% 100.0% 

(1) Standard & Poors rating (long-term) 

28 


3.0 


Furthermore, APRIL GROUP’s portfolios do not include any CDO or other securitization vehicles. 

APRIL GROUP is also subject to a credit risk through reinsurers, to which companies transfer part of the risks on their insurance 

policies. The Group only works with a restricted number of reinsurers whose solvency is recognized: over 75% of reinsurance 

transfers are carried out with reinsurers that are rated at least A by Standard & Poor’s. 

At December 31 st , 2007, the breakdown of reinsured premiums by reinsurer rating was as follows: 

3.6.2.3. Follow-up procedures and resources in place 

With a view to improving performance and building up a 

clearer picture of market risks, the asset management 

activities of insurance companies are delegated to a 

specialized management company, accredited by the French 

securities regulator (Autorité des Marchés Financiers, AMF). 

BREAKDOWN OF PREMIUMS CEDED BY REINSURER 

RATING (%) 

N.D. AAA AA 

A+ to 

A- 

BBB+ 

to BBB- 

% of premiums ceded 22.7% 1.3% 52.6% 23.0% 0.4% 100.0% 

< BBB 

Total 

Under this delegation, limits are set in terms of the 

percentage of the portfolio that may be invested on various 

bond and equity resources (dispersion ratios, influence 

ratios, restrictions in terms of issuer ratings, etc.). 

Sensivity of the securities portfolio 

Fixed-income markets: 

On a regular basis, i.e. every quarter, a report presenting 

the sensitivity of the portfolio and liabilities to changes in 

interest rates is submitted to the supervisory authorities. 

At December 31 st , 2007, the average sensitivity of APRIL 

GROUP’s bond portfolio to changes in interest rates came 

out at 2.79 (2.40 at December 31 st , 2006) and if we factor in 

the entire portfolio (including equities and other assets), this 

drops to 1.61 (1.56 at December 31 st , 2006). 

This means that if interest rates go up by 1% in absolute 

value (e.g. if they rise from 4% to 5%), the bond portfolio’s 

value will decrease by 1.61%. 

Equity markets: 

The equity portfolio is sensitive to an upturn or downturn on 

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 with the risk on the 

main financial market indexes such as the EUROSTOXX 50. 

In this way, a 10% reduction in the EUROSTOXX 50 index 

would result in a 5,251 thousand euro reduction for the 

entire portfolio. 

In addition, the French Insurance Code, which governs 

insurance companies, also sets investment caps. 

Thanks to comprehensive reports provided by the authorized 

manager, notably including accounting elements (inventory, 

book income, unrealized capital gains or losses, etc.) and a 

summary of performances and various levels of exposure to 

the markets, the financial portfolio is monitored on a monthly 

basis. 

The members of the Finance Committee, the APRIL GROUP’s 

governance body, includes the heads of the various 

companies as well as representatives from the authorized 

manager. This Committee meets every quarter and plays an 

essential role in the monitoring and management of market 

risks. During its meetings, it is responsible for analyzing 

the various markets as well as the economic and financial 

environment, taking stock of management over the past 

period, and setting the general financial management 

strategies, as well as future management restrictions. 

29 


3.0 


3.6.3. Legal risks 

The legal policy, notably in terms of corporate law, stock 

markets, tax optimization and monitoring, is overseen by the 

APRIL GROUP Legal Affairs and Risk Division. 

The legal developments impacting our business are specifically 

tracked by companies’ operational legal departments. 

In accordance with regulations, the operational activities 

of Group companies are covered by a broker civil liability 

policy, extended to include banking and financial prospecting 

activities. In addition, a specific civil liability policy has been 

taken out on franchiser activities. 

The legal departments in the various Group companies are 

responsible for constantly checking the suitability of 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 domain 

names drawn up in 2005, further work has been carried out 

on registrations and filings both in France and at international 

level. 

BREAKDOWN OF PROVISIONS 


Dec 31st, 2006 

Most filings are centralized with service providers that have 

been referenced by APRIL GROUP in order to ensure the most 

effective protection possible. Administrative follow-up is 

centralized by the Group Legal Affairs and Risks Division. 

Legal disputes 

Provisions have been booked for any significant disputes 

based on the best possible estimates in view of the elements 

available at the close of accounts. 

To the best of the issuer’s knowledge, there are no other 

legal disputes that could have a significant impact on the 

Group’s financial position, assets, business or results. 

Provisions for contingencies and losses 

Changes in 

scope 

Increase Decrease Dec 31st, 2007 

Provisions for disputes 3,021 -5 696 -621 3,091 

Provisions for pensions 3,996 1,138 518 -125 5,527 

Other provisions for contingencies 

and losses 

8,430 255 2,252 -5,278 5,659 

The main actuarial assumptions retained as Group standards 

for determining provisions for retirement benefits are as 

follows: 

Discount rate: 4 % 

Rate of increase in salaries: 2% 

Rate of inflation: 2% 

The reduction in other provisions for contingencies and losses 

reflects the relocation processes carried out for several Group 

companies. Provisions for disputes primarily correspond to 

disputes linked to the operational activities of APRIL GROUP 

companies, none of which represent a significant amount on 

their own. 

3.6.4. Industrial and environmental risks 

On account of the nature of its activity (insurance services), 

the Group is not concerned by such risks. 

3.6.5. Insurance and risk coverage 

Specific insurance programs have been put in place for the 

needs of APRIL GROUP companies. The types of policies 

concerned are as follows: 

Civil liability for executives 

Broker professional liability, 

Franchiser professional liability 

Financial guarantee, 

Universal IT risks, 

Universal office risks 

Supplementary health and personal protection. 

TOTAL PROVISIONS FOR 

CONTINGENCIES AND LOSSES 

15,447 1,388 3,466 -6,024 14,277 

30 


3.0 


The Risk Manager carries out regularly an analysis of the main 

insurance policies taken out by Group companies in order to 

ensure that the cover in place was sufficient and adapted to 

their activities. 

All of the abovementioned policies have been taken out with 

companies outside of the Group, except for the personal 

protection program, which has been taken out with Axeria 

Prevoyance, which is part of the Group. 

The following table outlines the various policies and their 

level of cover: 

POLICY TYPE 

Executive liability 

Broker professional liability 

Insurer 

(External / Internal) 

EXTERNAL 

EXTERNAL 

In 2007, the following policies were fully overhauled by the 

Risk Manager 

Broker professional liability; 

Financial guarantee; 

Banking and financial prospecting; 

Universal office risks; 

Universal IT risks. 

The policies have been fully reviewed and new policies taken 

out for 2008. The insurers selected for these new policies 

are still outside of the Group. 

Cover 

€7.5 million 

(Sub-limit of €3.75 million for 

non separable fault) 

€7 million ou €7.6 million 

depending on the business of 

the company concerned 

(all damages included) 

Deductible 

No deductible 

€15,000 or €150,000 

depending on the 

company concerned 

This review is in line with a commitment to managing 

risk transfer costs more effectively within the Group, 

combined with an optimization of the guarantees 

acquired set against the expansion of the Group’s 

activities, in terms of both their nature and their volume. 

3.6.6. Other specific risks 

The risk factor identification process presented above and 

more specifically the implementation of mapping processes 

in virtually all of the Group’s operational companies made 

it possible to identify a series of untreated operational or 

strategic risks, both in-house and externally, with the level of 

effective control assessed in each case. 

On this basis, various internal control projects and potential 

subjects for internal audits have been identified. In 2008, 

they will be incorporated into the audit plans at Group, 

division and company levels, based on an iterative quality 

loop, with the risk mappings for 2008. 

Franchiser professional liability EXTERNAL €750,000 per damage €7,000 

Financial guarantee EXTERNAL €115,000 No deductible 

Universal systems risks 

EXTERNAL 

€5,106,170 (cost of replacement 

with new equipment) 

€1,500 


EXTERNAL 

Maximum commitment of up to 

€13.6 million (as-new value of 

furniture, material, goods) 

€1,804 

Supplementary health and personal 

protection 

INTERNAL (Axeria Prévoyance 

for personal 

protection) 

Standard guarantee for management 

and non-management 

staff 

No deductible 

31 


4.0 Net 4.0 

worth-financial position-earnings 

Net worth-financial position-earnings 

4.1. Significant changes in the financial position 

or commercial situation 

There are no significant changes to report in the financial 

position or commercial situation of the APRIL GROUP or 

its companies over 2007, except for the fact that Mutant 

Assurances has changed status from an insurance company 

to an insurance broker 

4.2.3. Earnings 

See management report page 50 and following, and the 

earnings for the last five years (page 79). 

4.2.4. Total and per share dividends for the last three 

years 

4.2. APRIL GROUP consolidated and statutory 

financial statements at December 31 st , 2007 

See Management report, page 53. 

4.2.5. Source and use of funds - cash-flow statement 

4.2.1. Audited financial statements for the last three 

years 

See the statutory financial statements for APRIL GROUP at 

December 31 st , 2007, page 151 and following. 

See the statutory financial statements for APRIL GROUP at 

December 31 st , 2007, page 151 and following. 

4.2.2. Consolidated financial statements 

See the consolidated financial statements for APRIL GROUP 

at December 31 st , 2007, page 93 and following. 

32 


4.0 

Net worth-financial position-earnings 

4.3. Group fees for Statutory Auditors and members of their network 

Amount (excluding VAT, 

in thousand euros) 

Mazars Deloitte Others 

% 



% 



2007 2006 2007 2006 2007 2006 (a) 2007 2006 2007 2006 2007 2006 

Audit 

Statutory auditing, certification, review 

of individual and consolidated financial 

statement 

Issuer 45 43 6% 8% 37 37 17% 11% 

Fully consolidated subsidiaries 540 408 74% 80% 179 140 83% 43% 78 32 100% 52% 

Other audits and services directly linked 

to statutory auditing mission 

Issuer 40 6% 152 46% 30 48% 

Fully consolidated subsidiaries 104 58 14% 12% 

SOUS-TOTAL 729 509 100% 100% 216 329 100% 100% 78 62 100 % 100% 

Other services provided by networks to 

fully consolidated subsidiaries: Legal, tax, 

social Other (indicate if > 10% of audit 

fees) 

Subtotal 0 0 0 0 0 0 

TOTAL 729 509 100% 100% 216 329 100% 100% 78 62 100% 100% 

% 

(a) First year of mandate for Deloitte & Associés 

33 


5.0 Corporate 5.0 

Governance 

Governance Corporate 

5.1. Make-up and operating procedures of administrative and management bodies 

5.1.1. Make-up of administrative and management bodies at December 31 st , 2007 

Board of Directors: 

DIRECTORS 

Function 

Number of APRIL 

GROUP shares held 

Date appointed or 

reappointed 

Bruno ROUSSET Chairman and CEO of APRIL GROUP 25,168,554 (*) Aug 28 th , 2007 

Xavier COQUARD Director of APRIL GROUP 113,323 Aug 28 th , 2007 

André ARRAGO Executive Board member of HANNOVER RE 400 Aug 28 th , 2007 

Jean-Claude AUGROS Manager of ISFA 20 Aug 28 th , 2007 

Bernard BELLETANTE Associate managing director of EUROMED 250 Aug 28 th , 2007 

Gilles DUPIN CEO of MONCEAU ASSURANCES 300 Aug 28 th , 2007 

Philippe MARCEL Chairman of Adecco France 1,070 Aug 28 th , 2007 

Jean-Yves NOUY CEO of SHAM 20 Aug 28 th , 2007 

Gilles PARDI Chairman of HYPARLO Executive Board 1 Aug 28 th , 2007 

Guy RIGAUD 

Chairman of Rhône-Alpes Creation 

and CEO of Amorçage Rhône-Alpes 

750 Aug 28 th , 2007 

Vanessa ROUSSET CEO of Evolem SA 1 Aug 28 th , 2007 

(*) Including 25,168,544 shares held by Evolem, which is 100% owned by Bruno Rousset 

34 


5.0 

Corporate Governance 

The other offices of APRIL GROUP Directors are presented in 

the management report (Pages 64 to 72). 

For security reasons, the address of APRIL GROUP Directors 

is that of the company’s registered office: APRIL GROUP : 

83-85, boulevard Vivier Merle – 69003 LYONS. 

5.1.2. Administrative and management body 

operations 

At the General Meeting on August 28 th , 2007, shareholders 

voted to change the company’s governance structure, opting 

for the Board of Directors system, which seems best suited 

to the Group’s new organization. 

- Number of Supervisory Board meetings during the fiscal 

year just ended: three. 

- Number of Board meetings over the last financial year: two. 

- A Director’s charter governs the Board’s operations. 

The APRIL GROUP Board of Directors handles all the 

assignments defined by law. It is also intended, thanks to the 

presence of several independent directors on the Board, as a 

system of warning, criticism and recommendation. 

During the fiscal year just ended, the Board of Directors 

addressed the following main issues in addition to those 

provided for under the law and regulations in force: 

- Monitoring of acquisition projects and the creation of new 

companies or activities; 

- Monitoring of the integration of new companies within 

the Group, 

- Monitoring of the results of the employee satisfaction 

survey, 

- Monitoring of risk management and internal audit work, 

- Monitoring of the policy for creating new products and 

services, 

- Monitoring of provisional budgets and actuals, 

- Monitoring of the financial rating process for certain 

subsidiaries. 

The Sustainable Development Committee held five meetings 

over the last fiscal year. It includes the Chairman of the 

Board of Directors and four independent directors: 

- Jean-Claude AUGROS; 

- Bernard BELLETANTE; 

- Philippe MARCEL; 

- Guy RIGAUD. 

The Sustainable Development Committee meets as the 

Audit Committee and the Compensation Committee during 

specific sessions. It is also responsible for addressing major 

strategic and organizational issues in the company (risk 

management, and monitoring of interal audit, acquisition 

policy and integration of new companies, Group culture, 

human resources policy, governance rules, etc.). It reports to 

the Board of Directors and leads to management actions. 

The Group’s Investment Committee reviews proposals 

prior to any acquisitions of companies or equity interests, 

activity creation, material investment in a company or 

divestment. On such projects, it takes the final decisions 

in the last resort. Minutes presenting the Investment 

Committee’s decisions are provided to the members of the 

Board of Directors. A set of bylaws has also been drawn 

up, presenting this Committee’s operations. In 2007, the 

Investment Committee met seven times. 

The Chairman of APRIL GROUP’s Board of Directors is a 

member of this Committee, as Chairman. The Board of 

Directors has appointed the following as its representatives 

for an indefinite period on APRIL GROUP’s Investment 

Committee: 

- Bernard BELLETANTE; 

- Gilles PARDI; 

- Guy RIGAUD; 

- Vanessa ROUSSET. 

35 


5.0 


The Investment Committee also includes two non-director 

members. 

in Section 5.1.2 such as strategy, external growth, human 

resources and risk management. 

Terms-of-office for each corporate officer over the last five 

years: 

The Insurance Committee comprises the Group’s 

professionals, insurance specialists, and at least one 

member of the Board of Directors who reports on its work 

to the Board. 

5.1.3. Specific information on corporate officers 

There are no family ties whatsoever between the company’s 

corporate officers, with the exception of Vanessa Rousset 

and Bruno Rousset, who are married. 

For the purposes of their terms-of-office, Executive Board 

and Board of Directors members are domiciled at the 

company’s registered office. 

Over the last five years, to the best of the company’s 

knowledge and on the date of drawing up the present 

document, none of the Executive or Board of Directors 

members: 

- Have been convicted of fraud, 

- Have been associated with a bankruptcy, sequestration 

or liquidation, 

- Have been incriminated in or been officially sanctioned by 

statutory or regulatory authorities, 

- Have been prevented by a court from serving as a member 

of an administrative, management or Board of Directors or 

from managing or conducting the business of an issuer. 

The various offices held by Directors, as presented below, 

attest to the experience built up by these members. In 

addition, the Chairman and CEO complies with the regulatory 

conditions in force relative to insurance brokerage. 

To the best of the company’s knowledge and on the date of 

drawing up the present document, no conflicts of interest 

had been identified between the duties of each Director with 

regard to the company in their capacity as corporate officers 

and their private interests or other duties. 

To the best of the company’s knowledge and on the date 

of drawing up the present document, no arrangements or 

agreements had been concluded with the main shareholders, 

clients or suppliers under which any of the Directors has been 

selected in this capacity. 

To the best of the company’s knowledge and on the date 

of drawing up the present document, none of Directors had 

agreed to any restrictions concerning the disposal of their 

interest in the company’s capital. 

There are no service contracts in place binding members of 

APRIL GROUP administrative, management or supervisory 

bodies or any of its subsidiaries and providing for benefits to 

be granted under such a contract. 

Current offices and functions: 

Axeria Prévoyance SA 

Axeria Iard SA 

Axeria Courtage SA 

APRIL CEE Development Kft 

(Hungarian-law company) 

Axeria Vie SA 

APRIL GROUP VIE EPARGNE 

SA 

APRIL Patrimoine SA 

ISR COURTAGE SA 

Solucia Protection Juridique 

SA 

Bruno ROUSSET 

APRIL GROUP SA 

Chairman and CEO 

Office ending: April 23 rd , 2009 

Within the Group 

Permanent representative of 

APRIL GROUP, Director 





Managing Director 











The Directors enable APRIL GROUP to benefit from their 

expertise and experience relative to the topics described 

Assinco 

Member of the Supervisory 

Board 

36 


5.0 


APRIL GROUP PRÉVOYANCE 

INDIVIDUELLE SA 



SFG SA 



APRIL GROUP CORPORATE SA 






FGA SA 



Cogealp SA 

Member of the Supervisory Board 

APRIL Mobilité 



Easyssur SA 


Board 

Haussmann Conseils SA 



APRIL Italia SpA 

(Italian-law company) 

APRIL Financial Services AG 

(German-law company) 

Director 


Board 

FRANCE PLAISANCE 

ASSURANCE SA 

Assurtis SA 




APRIL GROUP, Member of the 

Supervisory Board 

APRIL Assurances Entreprises 

SA 

APRIL Solutions Entreprises 

SA 





APRIL Germany AG (Germanlaw 

company) 


Board 

CGCA 



Europassur SA 



APRIL Iberia SA (Spanish-law 

company) 

Director 

GI2A 



CIARE SA 



APRIL Santé SA 



Habitance SA 



SASCO SA 



APRIL Marketing Solutions SA 



AMT Assurances SA 



Dierrevi SpA (Italian-law 

company) 

Director 

APRIL Réunion SA 

Solidaris 

TMS CONTACT 

APRIL GROUP DOMMAGES 

PARTICULIERS SA 

L&E Title Group (English-law 

company) 

LETIS (English-law company) 









Director 

Director 

APRIL Iard SA 

Mutant Assurances SA 

APRIL Solutions SA 







APRIL Yacht Broker di 

Assicurazioni SpA (Italian-law Director 

company) 


ASSURDOM Gestion SA APRIL GROUP, Member of the 


Moral Caraïbes SA 



APRIL Cover SA 

APRIL Corporate Broking SA 

DOUDET CHARLET SA 

AVS SA 

GIE APRIL Technologies 

GIE APRIL Courtage 















ENTREPRISES SA 



GIE La Maison Commune 

Chairman 

37 


5.0 


APRIL North America Inc. 

(Canadian-law company) 

Dave Rochon Assurances Inc. 


Director 

Director 

Offices (outside of the APRIL Group) held over the last five 

years, but no longer held at present: 

VBS SA 

Evolem 1 SAS 

Director 


Evolem 

APRIL DEVELOPPEMENT 

SA now APRIL GROUP 


APRIL Solutions SA now 

APRIL GROUP ASSURANCES 

COLLECTIVES 

Director 

Director 

ESCAPADE Assurances 

Voyages Inc. (Canadian-law 

company) 

Director 

TERRE D’ENTREPRISES SA 

Banque Populaire De Lyon SA Director 


Board 

André ARRAGO 

Forum Finances SA 

Director 


APRIL Alpha 

Director 

Xavier COQUARD 


APRIL Delta 

APRIL Gamma 

APRIL Kappa 

APRIL Sigma 

APRIL Omega 

Evolem SA 

MONCEAU ASSURANCES SA 

GROUPE NORBERT 

DENTRESSANGLE SA 

Director 

Director 

Director 

Director 

Director 

Outside of the Group 

Chairman of the Board of 

Directors 

Director 


Board 





SA DES BROYERS 


Director 




Director 

Chairman and member 

of the Supervisory Board 


Hannover Re 

La Mutuelle des Transports 

et Artisans 

Groupement Français de 

Caution 

Director 



Member of the Executive Board 

Member of the Board of 

Directors 

Member of the Board of 

Directors 


years, but no longer held at present: N/A 

Kaelia SA 


Evolem 1 



EM LYON (Association) 

Director 


VIVIER-MERLE (SC) 

Co-Manager 

APRIL Assurances SA 


Board 

38 


5.0 



Jean-Claude AUGROS 



Gilles DUPIN 


SOCIETE CIVILE FONCIERE 

CENTRALE MONCEAU – 

SCFCM 

CYBERLIBRIS SA 

Manager 


MONCEAU INVESTISSEMENTS 

MOBILIERS (MIM) 

Director 


Director 


CENTRALE COURT-TERME 

(SICAV) 


the MUTUELLE CENTRALE DE 

REASSURANCE (MCR) 

I.S.F.A. 


Manager 

MONCEAU ASSURANCES 

CAPMA & CAPMI 


CEO 

CEO 

NORDEN (SICAV) 

NOAM Europe Expansion 


CAPMA & CAPMI 





MUTUELLE CENTRALE DE 


Chairman 

Uni Hoche 





Bernard BELLETANTE 


MONCEAU GENERALE 

ASSURANCES (MGA) 

MONCEAU RETRAITE & 

EPARGNE SA 

FEDERATION NATIONALE DES 

GROUPEMENTS DE RETRAITE 

ET DE PREVOYANCE - FNGRP 

(GIE) 

Chairman of the Executive Board 

Chairman of the Supervisory 

Board 

Director 

Offices (outside of the April Group) held over the last five 


GROUPE MONCEAU - MAA 

FERMES FRANCAISES SA 

CEO 




Director 



SERVICE CENTRAL DES 

MUTUELLES – SCM (GIE) 


DOMMAGES – ASD (GIE) 

Director 

Director 

DOMAINE DE MOLIERES (SA) 

UNIGESTION (SICAV) 


the SOCIÉTÉ CIVILE FONCIÈRE 

CENTRALE MONCEAU (SCFCM) 

Chairman 

EUROMED 

TECHNE SA 

Deputy Chief Executive Officer 

Director 




IMMOBILIERS – MII 


MOBILIERS – MIM 

SOCIETE CIVILE CENTRALE 

MONCEAU – SCCM 

Manager 

Manager 

Manager 

PYRAMIDES CONVERTIBLES 

(SICAV) 

VR ASSURANCES 





the SOCIÉTÉ EN ASSURANCE 

RÉASSURANCE ET PRÉVOYANCE 

SARP SA 

39 


5.0 


LA FRANCAISE DES 

PLACEMENTS (LFP) 

OCAM 

MONCEAU SELECTION PLUS 

(EX KHORUM) (SICAV) 

VR ASSURANCES HOLDING 

ATLAS MAROC (SICAV) 

CAISSE ASSURANCE RETRAITE 

TRANS-EUROPE - CART 








CAPMA & CAPMI 





groupe MONCEAU MAA 

CEO 

CAISSE 

INTERPROFESSIONNELLE 

CEO 

MUTUELLE ASSURANCES 

CIMA 

CAISSE INDUSTRIELLE 

D’ASSURANCE MUTUELLE Manager 

CIAM 

CAISSE INTERSYNDICALE 

D’ASSURANCES DE LA REGION Manager 

LYONNAISE - CIARL 

JUSTICI@ 

Vice-Chairman of the Supervisory 

Board 


ADECCO HOLDING FRANCE 

SAS 

AVION ECCO (GIE) 

ADECIA - SA 

ALTEDIA SA 

ADECCO SA (Swiss-law 

company) 

GL EVENTS SA 


NOVALTO 

PARTNERS IN BUSINESS 

MANAGEMENT 

SILLI KER INC. (American-law 

company) 

Philippe MARCEL 


Director 



Chairman 

Director 

Director 

Director 

Director 

Director 

Director 


Board 

Chairman 

Director 

ADIA SAS 

SIPEMI SAS 

INTERECCO MANAGEMENT 

SISTEL SERVICES SAS 

OLSTEN SA 

OLSTEN TT SA 

OLSTEN TT SUD SA 

QUICK MEDICAL SERVICES SA 

ASVEL BASKET SASP 

AJILON FRANCE SA 

ALEXANDRE TIC SA 

PIXID SNC 


Chairman 

Chairman 

CEO / Director 

Director 


Director 


Director 

Director 


ADECCO TT 


ADECCO TT 


ADECCO TT, Manager 

Jean-Yves NOUY 


Director 




ADECCO TRAVAIL TEMPORAIRE 

Chairman 

SAS 

AHF e BUSINESS - SAS Chairman 

ECCO SAS 

Chairman 

SHAM 

SHAM Services 

SHAM VIE 

AXA FIF 


CEO 

Chairman 



Board 

40 


5.0 


Offices (outside of the APRIL Group) held over the last 

five years, but no longer held at present: 

BENFIELD 

CATIXL 


COGEALP 

HYPARLO SA 

BANQUE RHONE-ALPES 

SEPEL 

SA AEROPORTS DE LYON 

IOL SAS 

IMMODIS SARL 

PARGEFI SARL 

PAREXO EURL 

SCI DE L’OURS 

CM2 INVEST (SC) 

ARLCO II (SC) 


Chairman 

Gilles PARDI 


Director 




Board 



Directors 

Director 


Board 


Board 

Chairman 

Manager 

Manager 

Manager 

Manager 

Manager 

Manager 

ALP (Association) 

MUTUALP 

SCI LOUMANOURSE 

CCI de LYON 

Chairman 

Chairman 

Manager 

Secretary - Deputy Vice Chairman 



BEARBULL SAS 

DUOCONTI SAS 

HOFIDIS II SAS 

PARFIDIS SARL 

FORMADIS SNC 

LA CRISTOLE SCI 

ECAF SNC 

CAMC SNC 

CTAMB SNC 

CAGS SA 

HIPROMA SA 

ETC BV 

HI FI BV 

VEV Distribution 

HOFIDIS SA 

SCI LES CHÂTRES 

SUMAR SpA 

Chairman 


Directors 

Chairman 

Manager 

Manager 

Manager 

Manager 

Manager 

Manager 


Directors 


Directors 


Directors 


Directors 

Chairman 


Manager 


Directors 


RHONE ALPES CREATION SA 

AMORCAGE RHONE ALPES 

SAS 

RAC INGENIERIE SAS 


Evolem SA 

Evolem 1 SAS 

Evolem 2 SAS 

Guy RIGAUD 


Director 



Vanessa ROUSSET 


Director 



CEO, Director 

Chairman 

Chairman 

Evolem DEVELOPPEMENT EURL Manager 


CEO 

Chairman 



GR CONSULTANT EURL 

Manager 

41 


5.0 


MADECO A MOI SAS 

ORTHO SAS 

POOL SAS 

MKG SAS 

FLEX SAS 

JELLY SAS 

CIFEA 


ROUSSET & ROUSSET SARL 

NOVADEV 

DO IT YOURSELF 

HEDIPA 

GROUPE GTME 

Chairman 


Evolem 2, Chairman 









Permanent representative 

of MKG SAS, Member of the 


Co-Manager 

Manager 











CE2P 

NOMEN 

LYON CAPITALE 

SECMA 

Chairman 


Evolem SA 

Director 


Ortho SAS, Director 

Dominique CHALOPIN 

Offices and functions at August 28 th , 2007 


Chairman and Member of the Executive Board 

until August 28 th , 2007 

AMT ASSURANCES SA 

APRIL ASSURANCES SA 

APRIL COVER SA 


COLLECTIVES SA 







APRIL GROUP VIE ÉPARGNE 

SA 

APRIL IARD SA 

APRIL MARKETING SOLUTIONS 

SA 

APRIL MOBILITÉ SA 

APRIL PATRIMOINE SA 

APRIL SOLUTIONS 




Vice Chairman and Member of 

the Supervisory Board 





















Directors 

APRIL TECHNOLOGIES (GIE) 

ASSURANCE JURIDIQUE SA 

ASSURTIS SA 

AVS SA 

AXERIA PRÉVOYANCE SA 

AXERIA IARD SA 

AXERIA VIE SA 

CGCA SA 

COGEALP SA 

CIARE SA 

DIERREVI 



EASYSSUR SA 

GROUPE EUROPASSUR SA 

FGA SAS 

FORUM FINANCES SA 


ASSURANCE SA 

GI2A ASSURANCES SA 



Chairman and Member of the 


Vice-Chairman and Member of 















APRIL GROUP, Member of the 


Director 





Director 



Director 





42 


5.0 


HAUSSMANN CONSEILS SA 

ISR COURTAGE 

LA MAISON COMMUNE (GIE) 

MORAL CARAÏBES SA 

RÉSOLUTION SA 

SASCO SA 

SEPCOFI SA 

TMS CONTACT 

SFG SA 

SOLUCIA PJ 

APRIL ITALIA 


FEBS AG 


L&E TITLE GROUP Ltd 

(English-law company) 






Directors 










of APRIL GROUP Dommages 

Particuliers, Member of the 






Director 


Director 

Offices (outside of the APRIL Group) held over the last 

five years, but no longer held at present: 

CAPRI RESIDENCE 

CAPRI ATLANTIQUE 

CAPRI LYON MEDITERRANEE 

ELLUL 


Chairman 

Chairman 

Chairman 

Erick BERVILLE 

Offices and functions until August 28 th , 2007 


Vice-Chairman and Member of the Executive Board 

up until August 28 th , 2007 


APRIL SANTÉ SA 

APRIL YACHT BROKER DI 

ASSICURAZIONI (Italian-law 

company) 

ARPI (SCI) 


ASSURTIS SA 

CABINET SERGE FISNOT 

(SARL) 

CHATEAUDUN (GIE) 

EASYSSUR SA 

HABITANCE SAS 

LONDON & EUROPEAN 

FRANCE SARL 

MULTISERVICES (GIE) 

TMS CONTACT SA 


Director 

Director 

Director 

Manager 



Chairman and Member of 

the Executive Board 

Manager 

Director 



Director 

Manager 




Board 



ADELIS ASSURANCES 

Chairman 

Daniel COLLIGNON 



Executive Board member up until August 28 th , 2007 



COLLECTIVES 

APRIL PATRIMOINE 


AXERIA IARD 

AXERIA PRÉVOYANCE 

AXERIA VIE 

EASYSSUR 

HAUSSMANN CONSEILS 

ISR COURTAGE 

SEPCOFI 

SOLUCIA PJ 



Director 

Director 


APRIL Patrimoine, Director 

Director 

Director 



Board 

Director 


Director 

Director 

43 


5.0 


Offices (outside of the APRIL Group) held over the 

last five years, but no longer held at present: 

Generali Rendement (SICAV) 

Director 

Generali Performance (SICAV) Director 

Objectif Monde (SICAV) 

GENERALI Systèmes 

Informatiques (GIE) 

EQUITE 

EPJ 

Financière Centuria 

Saint Honoré PME 

Generali Finance 

Georges V Rendement (SCPI) 

Multimmobilier 2 (SCPI) 

Pierre Privilège (SCPI) 

Valoripierre (SCPI) 

GUARDIAN VIE 

PRUDENCE VIE SA 

LA FRANCE ASSURANCES SA 

OJH SA 

Chairman 

Director 

Director 

Director 

Director 

Director 


of FEDERATION CONTINENTALE 

Director 


Board 


Board 


Board 


Board 




Directors 


Directors 

LA FÉDÉRATION 

CONTINENTALE SA 

GENERALI GERANCE 

ASSURANCE FRANCE 

GENERALI 

EUROP ASSISTANCE 

FRANCE SA 

GENERALI ASSURANCES-VIE 

GENERALI ASSURANCES IARD 

GPA VIE 

GPA IARD 

Generali Euro Sept Dix Ans 

(SICAV) 

Generali Trésorerie (SICAV) 

Objectif Ethique Socialement 

Responsable (SICAV) 

FRANCE MORNAY (GIE) 

EXPERT ET FINANCE SA 

Generali Investissement 

(SICAV) 

Cercle des épargnants 

(Association) 

Foncia Pierre Rendement 

(SCPI) 

Rocher Pierre 1 (SCPI) 

CEO / Director 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

Director 



Director 



Director 

Vice-Chairman 


Board 


Board 

Patrick PETITJEAN 



Vice-Chairman and Member of the Executive Board 

up until August 28 th , 2007 


APRIL CONSEILS SAS 

APRIL COURTAGE (GIE) 





SA 



APRIL PRESTATIONS (GIE) 

ASSURADOM SA 


ASSURTIS SA 



Board 

Chairman 


Directors 

Director 




INDIVIDUELLE, Director 


APRIL COURTAGE, Director and 

Chairman 





Directors 





Board 


Board 

44 


5.0 



Director 

5.2. Executive interests in the company’s share 

capital 

5.3. Employee profit-sharing schemes 

5.3.1.Optional and mandatory profit-sharing agreements 

COGEALP SA 


HABITANCE SAS 


Board 




Chairman 

See Section 2.3. page 13 

5.2.1. Executive compensation 

See Management report page 62 and 63 

5.2.2. Information on stock options and warrants 

APRIL GROUP wants all employees to be associated with its 

growth by giving them an interest in its income in order to 

create heightened awareness of the community of interests 

that exists within the company and improve levels of 

individual and group performance. 





STOCK OPTIONS OR WARRANTS GRANTED TO AND 

OPTIONS EXERCISED BY EACH CORPORATE OFFICER 

Number of options granted 

/ shares subscribed for or 

purchased 

Price € Maturity Plan 


TMS CONTACT 

APRIL IBERIA 

(Spanish-law company) 

APRIL ITALIA 


APRIL GERMANY AG 


FEBS AG 






Board 


Directors 

Chairman and Director 





Options granted during the year to each corporate officer 

by the issuer and all Group companies: 

• Erick BERVILLE 

• Dominique CHALOPIN 

• Patrick PETITJEAN 

Options exercised during the year by each corporate 

officer: 

• Patrick PETITJEAN 

N.B. The registered information only concerns the corporate officers of the issuer APRIL GROUP. 

5.2.3.Regulated agreements 

See the special Statutory Auditor’s report,page 166 to 169 

5.2.4.Loans and pledges to Supervisory Board 

members 

10,000 

20,000 

20,000 

40.56 

40.56 

40.56 

July 27 th , 2011 

April 27 th , 2013 


n°18 

n°16 

n°16 

10,000 16.86 July 4 th , 2007 n°6 

The current agreement gives rights to employees in respect 

of the three fiscal years starting January 1 st , 2006 through 

December 31 st , 2008. 

The amount for profit-sharing is determined in line with a 

set of criteria for performance based on the quality and 

productivity of APRIL GROUP SA. 



N/A 

45 


5.0 


Each criterion, weighted by a coefficient, will determine the 

amount of profitsharing paid to employees. The amounts 

paid are summarized in the table below: 

In thousand 

euros 

5.3.2. Warrants 

Profit-sharing for 

2003 paid in 2004 


2004 paid in 2005 


2005 paid in 2006 


2006 paid in 2007 


2007 paid in 2008 

135 168 159 215 239 

The General Meeting also gives full powers to the Board of 

Directors to set option prices within the following limits: 

the subscription price may not be less than 100% of the 

average listed price over the twenty trading days immediately 

preceding the grant date, with an option for the Board of 

Directors to offer a discount of up to 5% on the subscription 

price. 

At the Combined General Meeting on September 11 th , 

1997, the company’s shareholders authorized the Board of 

Directors to grant options to certain Group employees and 

corporate officers to purchase new company shares up to a 

maximum of 3% of the outstanding share capital as on the 

date the last option is granted. 

Pursuant to the law, the authorization given by the General 

Meeting prevails to the benefit of option-beneficiaries 

with shareholders expressly renouncing their preferential 

subscription rights in respect of shares issued as options are 

exercised. 

These options may be exercised for the applicable legal 

period as of the grant date, subject to any restrictions that 

may be made by the Board of Directors in plan regulations 

and/or at the time of individual grants of options. 

At the Combined General Meeting on April 26 th , 2001, the 

company’s shareholders voted to increase the maximum to 

5% and renewed the authorization given to the Board of 

Directors. 

STOCK OPTIONS OR WARRANTS GRANTED TO THE 10 

MAIN EMPLOYEES (NON-CORPORATE OFFICERS) 

OPTIONS EXERCISED BY THE 10 EMPLOYEES WITH THE 

HIGHEST NUMBER OF OPTIONS EXERCISED 

Number of options 

granted / shares 

subscribed for or 

purchased 

Price € Maturity Plan 

At the Combined General Meetings on April 29 th , 2004, 

April 28 th , 2005, then April 27 th , 2006, the company’s 

shareholders voted to renew the authorization granted to the 

Executive Board. At the Combined General Meeting on August 

28 th , 2007, shareholders transferred this authorization to 

the Board of Directors. 

Options granted during the year by the issuer and any 

company included in the scope for allocating options to the 

10 employees from the issuer and any company included in 

the scope awarded the highest number of options 

Options held on the issuer and the above-mentioned companies 

exercised during the year by the 10 employees 

from the issuer and these companies having purchased or 

subscribed for the highest number of shares 

0 

11,000 

50,000 

16,972 

0 

9,985 

0 

40.56 

40.46 

40.56 

20.21 

16.86 

16.69 

15.57 





Dec 12 th , 2008 


Dec 11 th , 2009 

n°16 

n°17 

n°18 

n°5 

n°6 

n°7 

n°8 

46 


5.0 


Summary of stock options and warrants 

This table factors in the 10-for-1 stock split and therefore the multiplication of options by 10, with each option entitling holders to purchase shares at 0.4 euro. 

Date of General Meeting 

Date of the Board of 

Directors or Executive 

Board meeting 

Total number of shares 

offered on plan date 

Number of shares that 

can be subscribed or 

purchased by: 

PLAN 

N°5 

Apr 26 th , 

2001 

Apr 26 th , 

2001 

PLAN 

N°6 

Apr 26 th , 

2001 

Dec 13 th , 

2001 

PLAN 

N°7 

Apr 25 th , 

2002 

Apr 25 th , 

2002 

PLAN 

N°8 

Apr 25 th , 

2002 

Dec12 th , 

2002 

PLAN 

N°9 

Apr 24 th , 

2003 

Apr 24 th , 

2003 

PLAN 

N°10 

Apr 29 th , 

2004 

Apr 28 th , 

2004 

PLAN 

N°11 

Apr 28 th , 

2005 

Apr 28 th , 

2005 

PLAN 

N°12 

Apr 28 th , 

2005 

Apr 28 th , 

2005 

PLAN 

N°13 

Apr 27 th , 

2006 

Apr 28 th , 

2006 

PLAN 

N°14 

Apr 27 th , 

2006 

Apr 28 th , 

2006 

PLAN 

N°15 

Apr 27 th , 

2006 

Jul 10 th , 

2006 

PLAN 

N°16 

Apr 27 th , 

2006 

Apr 26 th , 


PLAN 

N°17 

Apr 27 th , 

2006 

Apr 26 th , 


PLAN 

N°18 

Apr 27 th , 

2006 

Apr 26 th , 


373,500 80,000 76,000 25,000 37,000 44,000 47,000 65,000 70,000 10,000 116,000 40,000 21,000 226,000 

• Corporate officers (*) 851 2,000 5,670 13,550 32,000 20,000 30,000 45,000 48,000 0 115,000 40,000 10,000 97,000 

• First 10 employees 

beneficiaries 

Options exercise start 

date 

End date 

Subscription or exercise 

price 

Shares subscribed or 

purchased at 

Dec 31 st , 2007 

Stock options or warrants 

cancelled 

Remaining number of stock 

options or warrants 

10,910 0 10,015 0 0 0 11,000 0 12,000 0 1,000 0 11,000 43,000 

Apr 26 th , 

2006 

Apr 25 th , 

2008 

Dec 14 th , 

2006 

Dec 13 th , 

2008 

Apr 26 th , 


Apr 25 th , 

2009 

Dec 13 th , 


Dec 12 th , 

2009 

Apr 25 th , 

2008 

Apr 25 th , 

2010 

Apr 30 th , 

2009 

Apr 30 th , 

2011 

May 1 st , 

2009 

Apr 30 th , 

2011 

May 1 st , 

2009 

Apr 30 th , 

2011 

Apr 29 th , 

2010 

Apr 28 th , 

2012 

Apr 29 th , 

2010 

Apr 28 th , 

2012 

Jul 11 th , 

2010 

Jul 10 th , 

2012 

Apr 27 th , 

2013 

Apr 26 th , 

2014 

Apr 27 th , 

2011 

Apr 26 th , 

2013 

Apr 27 th , 

2011 

Apr 26 th , 

2013 

€20.21 €16.86 €16.69 €15.57 €13.91 €15.94 €23.43 €23.43 €42.32 €42.32 €39.42 €40.56 €40.56 €40.56 

70,547 23,000 32,815 6,450 0 0 0 0 0 0 0 0 0 0 

291,000 55,000 27,500 5,000 5,000 24,000 6,000 20,000 10,000 10,000 0 0 0 13,000 

11,953 2,000 15,685 13,550 32,000 20,000 41,000 45,000 60,000 0 116,000 40,000 21,000 213,000 

(*) This figure includes corporate officers from Group subsidiaries. 

NB: The plans n°1 to 4 have ended. No more options may be exercised in connection with these plans. 

47 


6.0 

developements and outlook 

Recent developements and outlook 

See the Management report page 50 and following. 

6.0 Recent 

48 


02 

P. 

report report Management 

50 1. Management report 

P. 79 2. Five-year financial summary 

P. 80 3. Chairman of the Board of Directors’ report 

02 Management 

P. 90 4. Statutory Auditors’ report on the report of the Chairman of the Board of Directors 


1.0 Management report report Management 

Board of Directors’ report on operations for the 

year ended December 31 st , 2007, presented at 

the combined general shareholders’ meeting on 


Dear Shareholders, 

As required under French Law, your Board of Directors 

is pleased to report on the activities of your Company, its 

subsidiaries and the Group during the financial year ended 

December 31 st , 2007, presenting the results of its activity 

and the outlook for the future, and lastly, submitting the 

balance sheet and annual statutory and consolidated financial 

statements for the year then ended for your approval. 

accordance with IFRS, as adopted within the European Union. 

The IFRS framework includes the International Financial 

Reporting Standards (IFRS), International Accounting 

Standards (IAS), and their interpretations by the International 

Financial Reporting Interpretations Commit- tee (IFRIC). 

The accounting rules and valuation principles retained for 

drawing up the consolidated financial statements at December 

31 st , 2007 are those contained in the IFRS standards and 

interpretations published in the European Union’s official 

gazette on December 31 st , 2007, the application of which is 

compulsory as of this date. Any standards or interpretations 

adopted by the IASB or IFRIC but not yet made compulsory by 

the European Union at December 31 st , 2007 have not been 

applied. 

1. Activity and results of the company, 

its subsidiaries and the Group 

The annual financial statements at December 31 st , 2007 that 

we are submitting for your approval have been drawn up in 

accordance with the rules of presentation and the valuation 

methods provided for under the regulations in force in 

France. 

APRIL GROUP: 

In a market that is expected to be down slightly, dropping 

by around -1.2%, APRIL GROUP’s revenues were up 16.1% 

and 83.8 million euros to 604.2 million euros. On a constant 

structural basis, organic growth came out at 12.8% and 

68.3 million euros, with the impact of external growth 

representing 15.5 million euros. 

Pursuant to European Regulation 1606/2002 of July 19 th , 

2002, the consolidated financial statements that we 

are submitting for your approval have been drawn up in 

External growth has been driven by several key strategies: 

The strengthening of positions on the corporate market, 

with the acquisition of the Assinco Group; 

50 


1.0 

Management report 

The internationalization of activities with the acquisition 

of Dave Rochon Assurances Inc. and ESCAPADE Assurances 

Voyages in Canada, the creation of APRIL CEE Development in 

Hungary and APRIL Mediterranean and Axeria Re in Malta; 

The development of activities in French overseas 

departments and territories, with the acquisition a 38.2% 

stake in ASSURDOM Gestion; 

The positioning on niche markets with the acquisition of 

a 75% stake in AMT Assurances, specialized in motorcycle 

insurance policies. 

2007 was also marked by the launch of activities for a number 

of projects carried out by Axeria Vie, Solucia Protection 

Juridique, APRIL Santé, APRIL Corporate Broking, Solidaris, 

Redcoxx and APRIL Cover. 

The Group’s international activities now account for 5.1% 

of total business, compared with 4% in 2006. In this way, 

revenues generated outside of France came to 31 million 

euros at the end of 2007. 

At the end of 2007, 34 companies were consolidated for tax 

purposes, with APRIL GROUP SA representing the head of the 

group, enabling the Group to generate a tax consolidation 

premium of 8.9 million euros in 2007. 

In 2007, consolidated net income totaled 72.5 million euros, 

with the net Group share coming out at 72.1 million euros. 

GROUP COMPANIES: 

Health and personal protection 

The health and personal protection business once again 

achieved double-digit growth, up 12.8% (+12.4% likefor-like) 

to 394.1 million euros, representing 62.6% of 

revenues compared with 65% in 2006 on a constant 

accounting method basis, before the elimination of interbranch 

transactions for 25.2 million euros. Operating income 

came to 93 million euros, with 56.2 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 health and 

personal protection, borrower insurance. 

Property and casualty insurance 

The property and casualty business rose 22.5% (+13.6% 

like-for-like) to 218.3 million euros, accounting for 34.6% of 

total revenues compared with 33.2% in 2006 on a constant 

accounting method basis. Its contribution to operating 

income came to 19.6 million euros, with 14.9 million euros in 

net income (Group share). 

Savings 

Savings revenues are up 67.3% in relation to 2006, coming 

out at 16.9 million euros compared with 10.1 million euros 

the previous year. In 2007, Axeria Vie launched the marketing 

of investment policies without any profit-sharing. The 

premium income generated is not recognized in revenues on 

account of the accounting treatment for this type of policy 

under IFRS. 

Holding company 

The holding company – APRIL GROUP SA – does not generate 

revenues on account of its activity to steer and manage the 

Group. Its financial income, primarily linked to dividends from 

subsidiaries, came to 104 million euros, with 104.7 million 

euros in net income. 

APRIL GROUP does not bill Group companies for any services 

provided. 

Investments and financing 

Acquisitions : 

- In 2007, the Group acquired the following companies: 

AMT, ESCAPADE Assurances Voyages, Dave Rochon 

Assurances Inc., Assinco and its 16 subsidiaries. 

- APRIL GROUP SA also bought out minority interests in 

APRIL Financial Services AG and APRIL Germany, giving it 

84% and 100% stakes respectively in these companies. 

Creations : 

In 2007, the following companies were created: APRIL North 

America, APRIL Réunion, APRIL Mediterranean, Axeria Re, 

Axeria Courtage, APRIL Alpha, APRIL Omega, APRIL Delta, 

APRIL Gamma, APRIL Kappa and APRIL Sigma. 

51 


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All of the investments carried out were self-financed. 

The Group’s financial debt came to 30.3 million euros, 

compared with 8.1 million euros in 2006, primarily comprising: 

15.1 million euros in financial liabilities resulting from 

commitments to buy out minority interests; 

10.7 million euros in borrowings from credit institutions, 

primarily due to the new companies included in the basis 

for consolidation; 

3 million euros in other debt (lease financing, other financial 

debt); 

1.5 million euros for a subordinated loan. 

2. Post-balance sheet events and outlook 

for 2008 

Post-balance sheet events: 

There are no significant events to report after December 

31 st , 2007. 

Outlook: 

APRIL GROUP is pursuing its growth policy based on three key 

strategies: 

The development of its offering in order to: 

- Capitalize on the numerous opportunities opened up by 

the development of the supplementary health market in 

France, 

- Consolidate its leadership on individual loan insurance, 

- Become a reference player in terms of group social protection, 

- Pursue the development of savings-pension offerings, 

- Ensure profitable development on property and casualty 

insurance for retail clients, 

- Diversify its offerings on high-growth and high-profitability 

niches, increasing the number of opportunities for 

partnerships with its distributors, 

- Become the reference partner for its distributor clients 

while cultivating its positioning as a global and segmented 

player, 

The development of distribution in order to : 

- Provide an increasingly differentiating quality of service 

to agent and broker partners, ramping up initiatives to 

consolidate mutual relations, 

- Develop partnerships with key account clients, 

- Develop direct distribution for retail and corporate 

clients; 

The internationalization of its activities in order to: 

- Duplicate the wholesaler model with international 

brokerage networks, capitalizing on our channel 

management expertise, 

- Take up positions to accompany major clients in Europe 

on certain business lines, 

- Get our insurance companies to accompany the 

international development of the Group’s brokerage 

companies. 

External growth, in line with an opportunistic acquisition 

strategy, is enabling the Group to incorporate new product 

or channel expertise. 

For 2008, APRIL GROUP is maintaining a revenue growth 

target of 15%. 

3. Allocation of income 

In light of the statutory financial statements for the year ended 

December 31 st , 2007, with a profit of 104,657,613.89 euros, 

we propose the following allocation: 

3,147.36 euros to “legal reserves”; 

17,956,678.08 euros to shareholders as dividends; 

The balance, i.e. 86,697,788.45 euros, to “other reserves”. 

As such, each of the 40,810,632 shares comprising the share 

capital is to be paid a net dividend of 0.44 euros. 

In accordance with the legal provisions in force since January 

1 st , 2005, this dividend will not be accompanied by an avoir 

fiscal tax credit. However, in accordance with the provisions 

of Article 158-3-2 of the General French Tax Code (Code 

Général des Impôts), only individual shareholders will be 

entitled to a rebate equal to 40% of the amount of the 

dividend paid out. 

This dividend is to be paid out on Monday May 5th, 2008. 

If the company were to hold any of its own shares as on 

the date that these dividends were paid out, the sums 

corresponding to dividends not paid out on account of such 

shares would be allocated to retained earnings. 

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4. Dividends over previous years 

In accordance with the provisions of Article 243 ii of the General 

French Tax Code, we would like to remind you that dividends 

paid out over the previous three years were as follows: 

YEAR 

5. Non-deductible charges and expenses 

In accordance with the provisions of Articles 223 iv and 

223 v of the General French Tax Code, you are hereby 

informed that the financial statements for the fiscal year just 

ended included a charge of 13,813 euros, corresponding to 

non-deductible expenses for tax purposes. 

6. Director’s fees 

Revenues eligible 

for rebate 

Dividends 

Other 

revenues 

paid out 

Revenues 

not eligible 

for rebate 

2004 €8,895,856.86 - - 

2005 €13,395,354.39 - - 

2006 €16,292,779.20 - - 

The Group would like to submit a proposal at the General 

Meeting for 2008 for the directors’ fees to be allocated 

as compensation for the actions of the members of the 

Supervisory Board and Board of Directors in 2007. 

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 in line 

with the following principle: 

For each Supervisory Board/Board of Directors session: 

1,500 euros 

For each Sustainable Development Committee session: 

1,000 euros 

For each Investment Committee or Insurance Committee 

session: 1,000 euros 

We therefore recommend setting the total amount of 

directors’ fees awarded to directors for 2007 at 80,000 

euros in light of their participation in these various bodies. 

They will be paid by bank cheque. 

7. Social and environmental consequences 

of activities 

Environmental consequences 

Through its business, APRIL GROUP has a relatively limited 

impact on the environment. However, the Group is looking 

into ways to improve this environmental impact. In this way, 

APRIL GROUP is further strengthening its commitment to 

sustainable development by carrying out an in-depth review 

of greenhouse gas emissions. This process aims primarily 

to combine environmental standards with optimizing costs. 

In this way, the Group’s 61 companies have taken part in 

the survey developed by Écosur, a company specializing in 

sustainable development. Known as the Bilan Carbone® 

or carbon review, this analysis will open up a wide range 

of applications. For APRIL GROUP, this will notably involve 

estimating the greenhouse gas emissions that are directly 

attributable to its activity, simulating the introduction of 

a carbon tax and evaluating the inherent financial risks or 

even communicating with staff, customers, shareholders 

and suppliers on the strategy and actions implemented in 

this area. Within this framework, the Bilan Carbone ® will for 

instance measure the direct use of energy at sites, employee 

business trips, the quantity of mail sent out each day, 

purchases of paper, office supplies, printer consumables and 

fixed assets (surface areas of the sites and parking facilities 

used, IT equipment, company vehicles, etc.). All criteria that 

will make it possible to map out and implement a plan to 

manage and reduce greenhouse gas emissions. 

Social consequences 

Workforce and staffing structure 

APRIL GROUP saw its workforce increase by 25% in 2007, 

in light of the recruitments made necessary by its internal 

growth and the creation of new business units, as well as the 

new companies that have joined the Group, including Assinco 

and ASSURDOM. 

53 


Property Heath and Life and savings 

1.0 


Breakdown by gender 

100% 

100% 

80% 33% 29% 30% 31% 

100% 80% 33% 29% 30% 31% 

60% 

60% 80% 33% 29% 30% 31% 

40% 67% 71% 70% 69% 

40% 60% 

20% 67% 71% 70% 69% 

20% 40% 67% 71% 70% 69% 

0% 

20% 

2004 2005 2006 2007 

0% 

2004 2005 2006 2007 

2004 2005 2006 2007 

Breakdown by age group 

Men 

Men Women 

Women Men 

Women 

6% 7% 7% 8% 

100% 6% 7% 7% 8% 

100% 12% 14% 14% 

80% 

12% 6% 14% 7% 14% 7% 20% 8% 

100% 80% 

20% 

60% 44% 12% 42% 14% 41% 14% 

60% 80% 44% 42% 41% 42% 20% >50 

40% 

42% >50 

40% 60% 44% 42% 41% 

41/50 

20% 38% 37% 38% 30% 42% 41/50 

31/40 >50 

20% 40% 38% 37% 38% 30% 

0% 

31/40

1.0 


Changes in the workforce 

Training 

2005 2006 2007 

Average headcount 1,458 1,887 2,446 

Number of permanent contract arrivals 334 316 447 

% of average headcount 23% 17% 19% 

Number of permanent contract departures 179 163 257 

% of average headcount 12% 9% 10.5% 

Number of fixed-term contract arrivals 167 199 154 

% of average headcount 12% 11% 6% 

2005 2006 2007 

Training costs/payroll 4.4% 3.5% 3.4% 

A relative reduction in training spending was recorded, but 

the amount committed was up 14% in value terms over 2007. 

The arrival of new companies within the Group is affecting 

the genuine training effort made by other Group companies. 

The total cost of training, including staff wage costs during 

training time, represents 6% of the payroll. 

Number of fixed-term contract departures 171 157 180 

% of average headcount 12% 8% 7 

8. Description of the main risks 

Despite the changes in the Group’s format, the turnover 

rate (number of departures excluding fixed-term contracts/ 

headcount) has remained stable at 11.3%, compared with 

13.5% in 2005 and 10.5% in 2006. A reduction in the use of 

“short-term” contracts (fixed-term contracts) has been seen 

in favor of permanent contracts. 

Internal mobility 

Number of transfers between 

two Group companies 

Number of transfers within 

the same company 

2005 2006 2007 

47 40 61 

132 126 174 

Compensation 

2005 2006 2007 

Total compensation (€’000) 58,062 71,735 78,602 

Profit-sharing (€’000) 7,274 7,612 8,258 

Average compensation (€) 31,927 32,439 32,752 

External staff 

2005 2006 2007 

Cost of external staff (€’000) 4,029 5,423 5,911 

Identification of risk factors 

The risk manager is responsible for the overall management 

of risks within the APRIL GROUP. 

Within this framework, the risk manager has been tasked to 

identify the main risk factors defined in the APRIL GROUP 

risk repository: financial risks, risks relating to businesses 

and insurance operations, operational risks, accounting risks, 

strategic risks and legal non-compliance risks. 

The risk manager identifies new risks based on feedback from 

the risk mapping interviews, the information available or 

exchanges with risk or insurance professionals, and members 

of the Sustainable Development Committee. 

The Group’s growth is opening up more opportunities for staff: 

close to 10% of them took on new responsibilities in 2007. 

Number of hours worked 

by temps 

76,192 54,601 59,514 

55 


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Lastly, he works with the findings and recommendations set 

out by the internal audit manager in connection with their 

audit assignments and the assignments carried out by other 

players, including financial controllers, business division 

auditors, Statutory Auditors, etc. 

The risk manager informs and advises the Group Committee, 

and reports on this mission to the Sustainable Development 

Committee. 

Each type of risk is subject to an in-depth review, with a risk 

map and action plan drawn up for each company, aimed 

at eliminating, transferring or reducing the residual risk. 

The company’s managers are responsible for implementing 

the action plan defined in connection with the audits or 

mappings, formally reporting on them at least once a year at 

June’s Strategic Committee meeting. 

At the same time, the Group internal audit manager ensures 

the coherency and efficiency of internal control within Group 

companies. Lastly, he coordinates and controls the activities 

of all the Group’s internal audit departments. 

An annual audit plan is drawn up, factoring in the exposure to 

risks in the various Group companies. This plan concerns all 

the companies in the Group. The plan for Year N is validated 

at the end of Year N-1 by the Group Committee. It is formally 

reviewed and presented to the Sustainable Development 

Committee twice a year for follow-up. It may also be updated 

as and when necessary according to the priorities identified 

over the course of the year. 

This concerns several types of assignments: cross-business 

assignments and optimization issues, specific audit and 

control assignments, assignments to monitor companies 

that have recently been incorporated into the Group, 

and assignments to follow up on previous audits. These 

assignments are carried out in line with the internal audit 

charter, a set of standards that all of the managers of Group 

companies are familiar with. 

A written report is drafted along with a synopsis of the 

recommendations issued further to all such missions, rated 

based on three categories: high risk, moderate risk and 

low risk. For each recommendation, a deadline is set and a 

manager appointed. 

The application of recommendations is monitored through 

follow-up missions during which progress made against the 

planned deadlines and recommendations is checked. 

In 2007, 12 internal audit missions were carried out in eight 

Group companies, notably covering the following issues: 

intellectual protection within the Group, review of insurance 

policies, application of the French law on intermediation, preclosing 

process, compensation and IT risks. In addition, two 

integration follow-up audits were carried out on companies 

that joined the Group in 2005. 

All of this work aims to consolidate the internal control 

process within Group companies. 

Market risk (interest rate, foreign exchange, equity, credit) 

Link between the business and the risks identified 

APRIL GROUP’s business is based around two key areas 

with significantly different approaches to market risks: 

brokerage, which does not expose the Group to market 

risks, and insurance companies, for which market risk 

management represents one of their core businesses. 

Brokerage 

Through its activity and financial model, where cash-flow 

generates a negative working capital requirement, the 

brokerage business enables the Group to achieve a particularly 

low level of debt (total financial debt of only 30,305 thousand 

euros on the consolidated balance sheet) and a very high level 

of liquidity (177,718 thousand euros in net cash and cash 

equivalents on the consolidated balance sheet). 

The Group’s financial debt primarily comprises a subordinated 

loan representing 1,524 thousand euros, 10,703 thousand 

euros in various bank borrowings, 2,294 thousand euros 

in credit current accounts and 15,118 thousand euros in 

financial liabilities resulting from commitments to buy out 

minority interests. 

The Group’s cash-flow, excluding current bank borrowings, is 

invested in full in short-term financial investments (96,568 

thousand euros at December 31 st , 2007) primarily through a 

dedicated “monetary equivalent” UCITS (APRIL Trésorerie). 

Insurance companies 

One of the basic functions of the insurance business involves 

investing premiums received from clients, pending payments 

for any claims incurred. 

56 


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Asset management, i.e. the choice of asset categories and 

investment vehicles, therefore represents an essential 

element for the management of insurance companies. 

In order to improve performance levels, the financial 

management of the Group’s insurance portfolios is delegated 

to a qualified external service provider. 

The management of assets and liabilities makes it possible 

to maximize the match between the rate of future payments 

and the investment of these premiums in various categories 

of assets. 

Risk assessment 

At December 31 st , 2007, APRIL GROUP, through its insurance 

companies and primarily Axéria Prévoyance and Axéria IARD, 

had a financial investment portfolio with a market value of 

309,797 thousand euros, based on the following breakdown: 

Liquidity risk: 

On account of the Group’s asset-liability management 

approach, this risk is not significant. 

Equity risk: 

The Group’s insurance companies invested 17% of their 

portfolios in equities, with the French Insurance and Mutual 

Supervisor (Autorité de Contrôle des Assurances et des 

Mutuelles) capping this amount at 65% of regulated assets. 

As such, the companies have adopted a highly cautious 

approach in relation to regulatory requirements. 

Investments are made exclusively through UCITS, enabling 

a better distribution of risks. These UCITS are based on 

shares from various sectors – banking, insurance, mass 

retail, cosmetics, industry, etc. – primarily covering Europe, 

including France, as well as Japan on an ancillary basis. 

In thousand euros Market value % Historical cost 

Unrealized capital 

gains or losses 

Bonds 178,366 58% 183,158 -4,792 

Bond UCITS 0 0% 0 0 

Bond Total 178,366 58% 183,158 -4,792 

Equities 0 0% 0 0 

Equity UCITS 51,500 17% 41,654 9,847 

Equity Total 51,500 17% 41,654 9,847 

Other 25,760 8% 24,729 1,031 

Monetary 54,171 17% 53,683 488 

PORTFOLIO TOTAL 309,797 100% 303,224 6,573 

Of which, Axeria Prévoyance 197,761 64% 194,128 3,633 

Of which, Axeria IARD 62,693 20% 60,847 1,845 

Of which, other companies 49,343 16% 48,248 1,095 

The following table presents a detailed breakdown of the 

portfolio’s equity risk exposure by region at December 31 st , 

2007: 

EQUITY RISK 

EXPOSURE BY 

REGION 


Foreign exchange risk: 

Europe 

All of APRIL GROUP’s portfolio is invested in euros, but there 

may be an indirect foreign exchange risk on account of the 

underlying resources (notably equity UCITS). 

The following table presents the portfolio’s exposure to 

currency market risks as at December 31 st , 2007: 

US 

Other 

regions 

Total 

Equities 

Equity UCITS 49,328 2,172 51,500 

PORTFOLIO TOTAL 49,328 2,172 51,500 

% 95.8 % 4.2% 100.0% 

FOREIGN EXCHANGE 

RISK EXPOSURE 


Total % 

Financial assets denominated in EUR 305,954 98.8 % 

Financial assets denominated in GBP 2,411 0.8 % 

Financial assets denominated in USD 

Financial assets denominated in other 

currencies 

1,432 0.5 % 

PORTFOLIO TOTAL 309,797 100.0 % 

57 


1.0 


Interest rate risk: 

APRIL GROUP’s portfolio is made up primarily of bonds and 

bond UCITS, and is therefore exposed to an interest rate 

risk. More specifically, this concerns a fair value impairment 

risk for fixed-rate bonds and a cash-flow risk on coupons for 

variable-rate bonds. The following table presents the portfolio’s 

interest rate risk exposure at December 31 st , 2007 by maturity: 

INTEREST RATE EXPOSURE BY MATURITY (In thousand euro) < 1 year < 2 years < 3 years < 4 years < 5 years > 5 years TOTAL 

Bonds exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 

Bond UCITS exposed to fair value risk 

Derivative assets exposed to fair value risk 


Financial instruments exposed to fair value risk 28,268 19,881 12,073 24,567 10,175 45,753 140,717 

Bonds exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649 

Bond UCITS exposed to cash-flow risk 

Derivative assets exposed to cash-flow risk 


Financial instruments exposed to cash-flow risk 2,628 1,378 5,447 2,974 25,222 37,649 

PORTFOLIO TOTAL 30,896 21,259 12,073 30,014 13,149 70,975 178,366 

% 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 100.0% 

Credit risk: 

APRIL GROUP is exposed to a credit risk through the issuers 

of bonds held in its portfolio. However, this risk is limited 

thanks to the stringent selection of issuers (over 90% of 

bond assets are issued by at least A-rated companies). 

The table opposite presents a breakdown of the bond 

portfolio at December 31 st , 2007 by issuer rating: 

CREDIT RISK EXPOSURE 

BY ISSUER RATING (1) 



BBB+ to 

BBB- 

< BBB- TOTAL 

Credit-risk exposed bonds 1,003 78,913 28,766 53,718 15,966 178,366 

Credit-risk exposed 

bond UCITS 

TOTAL BOND PORTFOLIO 1,003 78,913 28,766 53,718 15,966 178,366 

% 0.6% 44.2% 16.1% 30.1% 9.0% 100.0% 

58 


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Furthermore, APRIL GROUP’s portfolios do not include any 

CDO or other securitization vehicles. 

APRIL GROUP is also subject to a credit risk through 

reinsurers, to which companies transfer part of the risks on 

their insurance policies. 

The Group only works with a restricted number of reinsurers 

BREAKDOWN OF PREMIUMS CEDED 

BY REINSURER RATING (%) 

Sensitivity of the securities portfolio: 

Fixed-income markets 

On a regular basis, i.e. every quarter, a report presenting 

the sensitivity of the portfolio and liabilities to changes in 

interest rates is submitted to the supervisory authorities. 

At December 31 st , 2007, the average sensitivity of APRIL 

GROUP’s bond portfolio to changes in interest rates came 

out at 2.79 (2.40 at December 31st, 2006). If we factor in 

the entire portfolio (including equities and other assets), this 

drops 1.61 (1.56 at December 31 st , 2006). 

This means that if interest rates go up by 1 point in absolute 

value (e.g. if they rise from 4% to 5%), APRIL GROUP’s 

portfolio value would drop 1.61%. 

Equity markets 

The equity portfolio is sensitive to an upturn or downturn on 

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 with the risk on 

whose solvency is recognized: over 75% of reinsurance 

transfers are carried out with reinsurers that are rated at 

least A by Standard & Poor’s. 

At December 31 st , 2007, the breakdown of reinsured 

premiums by reinsurer rating was as follows: 


BBB+ to 

BBB- 

< BBB- TOTAL 

% of premiums ceded 22.7% 1.3% 52.6 % 23.0% 0.4% 100.0% 

the main financial market indexes such as the EUROSTOXX 

50. In this way, a 10% reduction in the EUROSTOXX 50 index 

would result in a 5,251 thousand euro reduction for the 

entire portfolio. 

Monitoring procedures and resources in place 

With a view to improving performance and building up a 

clearer picture of market risks, the asset management 

activities of insurance companies are delegated to a 

specialized management company, accredited by the French 

securities regulator (Autorité des Marchés Financiers, AMF). 

Under this delegation, limits are set in terms of the 

percentage of the portfolio that may be invested on 

various bond and equity resources (dispersion ratios, 

influence ratios, restrictions in terms of issuer ratings, etc.). 

In addition, the French Insurance Code, which governs 

insurance companies, also sets investment caps. 

Thanks to comprehensive reports provided by the authorized 

manager, notably including accounting elements (inventory, 

book income, unrealized capital gains or losses, etc.) and a 

summary of performances and various levels of exposure to 

the markets, the financial portfolio is monitored on a monthly 

basis. 

The members of the Finance Committee, the APRIL GROUP’s 

governance body, include the heads of the various companies 

as well as representatives from the authorized manager. This 

Committee meets every quarter and plays an essential role in 

the monitoring and management of market risks. During its 

meetings, it is responsible for analyzing the various markets 

as well as the economic and financial environment, taking 

stock of management over the past period, and setting the 

general financial management strategies, as well as future 

management restrictions. 

Legal risks: 

The legal policy, notably in terms of corporate law, stock 

markets, tax optimization and monitoring, is overseen by the 

APRIL GROUP Legal Affairs and Risk Division. 

At the same time, any legal developments impacting our 

business are tracked and covered by action plans drawn up 

by companies’ operational legal departments. For instance, 

a working group has analyzed the consequences of the new 

intermediation regulations, issued recommendations for the 

various business divisions, and drawn up action plans for all 

of the Group’s companies. 

In accordance with regulations, the operational activities of 

Group companies are covered by a broker civil liability policy, 

extended to include banking and financial prospecting activities. 

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In addition, a specific civil liability policy has been taken out 

on franchiser activities. The legal departments in the various 

Group companies are responsible for constantly checking the 

suitability of 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 domain 

names drawn up in 2005, further work has been carried out 

on registrations and filings by the APRIL GROUP Legal Affairs 

and Risks Division both in France and at international level. 

Most filings are centralized with service providers that have 

been referenced by APRIL GROUP in order to ensure the most 

effective protection possible. Administrative follow-up is 

centralized by the Group Legal Affairs and Risks Division. 

Disputes 

The reduction in other provisions for contingencies and 

losses reflects the relocation processes carried out for 

several Group companies. 

Provisions for disputes primarily correspond to disputes 

linked to the operational activities of APRIL Group companies, 

none of which represent a significant amount on their own. 

Provisions for contingencies and losses 



Dec 31, 2006 

Industrial and environmental risks 

On account of the nature of its activity (insurance services), 

the Group is not concerned by such risks. 

Changes in 

Scope 

Increase Reduction Dec 31, 2007 



Other provisions for contingencies 

and losses 

8,430 255 2,252 -5,278 5,659 

TOTAL PROVISIONS FOR CONTINGENCIES 

AND LOSSES 15,447 1,388 3,466 -6,024 14,277 

Provisions have been booked for any significant disputes 

based on the best possible estimates in view of the elements 

available at the close of accounts. 

To the best of the issuer’s knowledge, there are no other legal 

disputes that could have a significant impact on its financial 

position, assets, business or results. The main actuarial 

assumptions retained as Group standards for determining 

provisions for retirement benefits are as follows: 

Discount rate: 4% 



Insurance and risk coverage 

A number of specific insurance programs have been put in 

place for the needs of APRIL GROUP companies. The types of 

policies concerned are as follows: 

Civil liability for executives, 

Broker professional liability, 

Franchiser professional liability, 

Financial guarantee, 

Universal systems risks, 

Universal site risk, 

Supplementary health and personal protection. 

The risk manager regularly carries out an analysis of the main 

insurance policies taken out by Group companies in order to 

ensure that the cover in place is sufficient and adapted to 

their activities. 

All of the abovementioned policies have been taken out with 

companies outside of the Group, except for the personal 

protection program, which has been taken out with Axeria 

Prévoyance, which is part of the Group. 

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The following table outlines the various policies and their 

level of cover: 

guarantees acquired set against the expansion of the Group’s 

activities, in terms of both their nature and their volume. 

9. Information on the share capital and voting 

rights 

POLICY TYPE 

Executive liability 

Broker professional liability 

Insurer 

(External / Internal) 

EXTERNAL 

EXTERNAL 

Cover 

7.5 million euros (sub-cap of 3.75 

million euros for non-seperable liability) 

7 million euros or 7.6 million euros 

depending on the business 

of the company concerned 

(all damages included) 

Deductible 

No deductible 

15,000 euros or 150,000 

euros depending on the 

company concerned 

Franchiser professional liability EXTERNAL 750,000 euros per claim 7,000 euros 

Financial guarantee EXTERNAL 115,000 euros No deductible euros 

Universal systems risks 


Supplementary health and 

personal protection 

EXTERNAL 

EXTERNAL 

INTERNAL (Axeria Prévoyance) 

for personal protection 

5,106,170 euros (cost of replacement 

with new equipment) 

Maximum commitment of up 

to 13.6 million euros (as-new value 

of furniture, material, goods) 

Standard guarantee for management 

and non-management staff 

1,500 euros 

1,804 euros 

No deductible 

Breakdown of the share capital and voting rights 

In accordance with the provisions of Article L. 233-13 of the 

French Commercial Code, and on account of the information 

and notifications received pursuant to Articles L. 233-7 

and L. 233-12 of the said Code, the shareholders directly 

or indirectly owning more than 5%, 10%, 15%, 20%, 25%, 

33.33%, 50%, 66.66% or 95% of the share capital or voting 

rights at General Meetings are as follows: 

At December 31 st , 2007: 

Evolem (a majority of which is controlled by Bruno Rousset) 

owned over 50% of the share capital and over 66.66% of 

voting rights; 

FMR Corp. and Fidelity Investment International, on behalf 

of the mutual funds managed by their subsidiaries, own 

more than 5% of the share capital and voting rights. 

Shares held by these shareholders have not been pledged 

In 2007, the following policies were fully overhauled by the 

Risk Manager: 

Broker professional liability; 

Financial guarantee; 

Banking and financial prospecting; 

Universal office risks; 

Universal IT risks. 

The policies have been fully reviewed and new policies taken 

out for 2008. The insurers selected for these new policies 

are still outside of the Group. This review is in line with a 

commitment to managing risk transfer costs more effectively 

within the Group, combined with an optimization of the 

Other specific risks 

The risk factor identification process presented above and 

more specifically the implementation of mapping processes 

in virtually all of the Group’s operational companies made 

it possible to identify a series of untreated operational or 

strategic risks, both in-house and externally, with the level of 

effective control assessed in each case. 

On this basis, various internal control projects and potential 

subjects for internal audits have been identified. In 2008, 

they will be incorporated into the audit plans at Group, 

division and company levels, based on an iterative quality 

loop, with the risk mappings for 2008. 

Changes to the breakdown of share capital and voting 

rights in the fiscal year just ended 

In 2007, to the best of the company’s knowledge, no 

disclosure thresholds were passed. 

Change in the market value of shares 

APRIL GROUP’s share opened at 36.60 euros on January 2 nd , 

2007 and closed out the year on December 31 st 2007 at 

46.15 euros, up 26.09% over the year. 

61 


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10. Employee share ownership 

In accordance with the provisions of Article L. 225-102 of 

the French Commercial Code, we are reporting on employee 

shareholding as on the last day of the financial year, i.e. at 

December 31 st , 2007, representing 0.43%, of which 0.26% 

under a company savings scheme (mutual fund investing in 

APRIL shares). 

11. Information on corporate officers 


voted to modify the company’s means of administration and 

management with the adoption of the Board of Directors 

system, replacing the system based on Executive and 

Supervisory Boards. 

Pursuant to the new provisions of the new economic 

regulations law (Loi sur les Nouvelles Régulations 

Economiques) of May 15 th , 2001, incorporated into Article 

L. 225-102-1 of the French Commercial Code, you are hereby 

informed of: 

1. The total compensation and benefits of all types paid during 

the year to each corporate officer and the compensation and 

benefits of all types that each of the said officers received 

during the year from controlled and controlling companies as 

per Article L. 233-16 of the French Commercial Code. 

Compensation paid in 2007 by APRIL GROUP, controlled companies and the controlling company 

NAME 

FUNCTION 

Gross compensation (in euros) 

Fixed Variable Exceptional Director’s fees 

Benefits 

in kind 

Total 

compensation 

Compensation-related 

commitments 

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 

Bruno ROUSSET 

Chairman of the 

Board of Directors(3) 

55,000 41,435 0 0 0 0 0 0 0 0 55,000 41,435 0 0 

Xavier COQUARD Director (3) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 

Vanessa ROUSSET Director (3) 100,000 100,000 0 0 0 0 0 0 3,132 3,132 103,132 103,132 0 0 

Fédération Continentale represented 

by Stéphane Dedeyan 

(until December 2006) 

Sylvie ROUSSILLON 


Director 0 0 0 0 0 0 4,000 1,000 0 0 4,000 1,000 0 0 

Director 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 0 

Guy RIGAUD Director (3) 0 0 0 0 0 0 13,000 17,000 0 0 13,000 17,000 0 0 

62 


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NAME 

FUNCTION 

Gross compensation (in euros) 

Fixed Variable Exceptional Director’s fees 

Benefits 

in kind 

Total 

compensation 

Compensation-related 

commitments 

2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 

Bernard BELLETANTE Director (3) 0 0 0 0 0 0 13,000 14,000 0 0 13,000 14,000 0 0 

Jean-Claude AUGROS Director (3) 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 0 

Philippe MARCEL Director (3) 0 0 0 0 0 0 10,000 10,000 0 0 10,000 10,000 0 

Gilles DUPIN Director (4) 0 0 0 0 0 0 3,000 3,000 0 0 3,000 3,000 0 0 

Jean GATTY 


Director 0 0 0 0 0 0 12,000 14,000 0 0 12,000 14,000 0 0 

Gilles PARDI Director (3) 0 0 0 0 0 0 0 4,000 0 0 0 4,000 0 0 

André ARRAGO Director (3) N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 

Jean-Yves NOUY Director (3) N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 

Chairman of the 


Executive Board 237,131 214,732 149,429 160,000 0 0 0 0 6,168 6,168 392,728 380,900 355,696 (1) 322,098 (1) 

(until Aug 28,) (4) 


Executive Board 

member (until 

Aug 28, 2007) (4) 

220,200 213,000 140,000 140,000 0 0 0 0 7,200 16,168 367,400 369,168 330,300 (1) 319,500 (1) 




member (until 



member (until 


182,685 127,311 86,000 70,000 0 

321,727 

(2) 

0 0 5,481 3,744 274,166 522,782 274,027 (1) 0 

135,208 250,000 0 110,000 0 0 0 0 0 8,555 135,208 368,555 300,000 (1) 375,000 (1) 

(1) Compensation due in the event of dismissal 

(2) Compensation for dismissal paid in October 2007 

(3) Following the change of the company’s management and administration 

structure, with the adoption of the Board of Directors system at the General 

Meeting on August 28 th , 2007, the members of the company’s Supervisory 

Board became directors. 

(4) Date on which the company changed its management and administration 

structure, with the adoption of the Board of Directors system. 

The variable compensation packages paid out in 2007 are based 

on compliance with the following objectives that were set for 

2006: 

Compliance with budgetary objectives; 

Development of new business; 

Development of new business; Steering of companies under 

the responsibility of the head of the division concerned and 

integration of new companies; 

Compliance with qualitative criteria on customer and 

employee satisfaction. 

Furthermore, certain officers have been granted stock options 

as described in Section 5.2.2. of the reference document. 

In this respect, the Executive Board meeting on April 26 th , 

2007 decided to award stock options to certain Group 

employees and company corporate officers, with its members 

specifying that beneficiaries who are APRIL GROUP corporate 

officers should hold 30% of the shares resulting from the 

exercising of their stock options on a registered basis through 

to the end of their offices as corporate officers. 

63 


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2. List of all offices and functions held in any company by 

each officer 




of APRIL GROUP, Director 

FGA SA 



Offices in 2007 




Easyssur SA 


APRIL Mobilité 




ASSURANCE SA 




Axeria Prévoyance SA 

Axeria Iard SA 

Axeria Courtage SA 

APRIL CEE Development Kft 

(Hungarian-law company) 

Axeria Vie SA 

Bruno ROUSSET 


Chairman and Chief Executive Officer 

Office ending: April 23 rd, 2009 

APRIL GROUP VIE ÉPARGNE SA 

APRIL Patrimoine SA 

ISR COURTAGE SA 

Solucia Protection Juridique SA 








Managing Director 











APRIL Italia SpA 


APRIL Financial Services AG 


APRIL Germany AG 


APRIL Iberia SA 

(Spanish-law company) 

APRIL Santé SA 

APRIL Marketing Solutions SA 

APRIL Réunion SA 

Solidaris 

TMS CONTACT 



L&E Title Group 


LETIS 



Director 

Member of the 


Member of the 


Director 













Director 

Director 



Assurtis SA 

CGCA 

GI2A 

Habitance SA 

AMT Assurances SA 

APRIL Iard SA 

Mutant Assurances SA 

APRIL Solutions SA 

APRIL Yacht Broker di 

Assicurazioni SpA 

(italian-law company) 

ASSURDOM Gestion SA 

Moral Caraïbes SA 




of APRIL GROUP, member 
















Director 








Assinco 


Board 

SFG SA 



APRIL GROUP CORPORATE SA 

Permanent representative o 

f APRIL GROUP, Director 

64 


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Cogealp SA 

Haussmann Conseils SA 


Entreprises SA 






ESCAPADE Assurances 

Voyages Inc. 


Forum Finances SA 

APRIL Alpha 

Director 

Director 

Director 

Evolem 1 SAS 


BANQUE POPULAIRE 

DE LYON SA 


of Evolem 


Director 


Entreprises SA 



APRIL Delta 

Director 

Europassur SA 

CIARE SA 

SASCO SA 

Dierrevi SpA 








Director 

APRIL Gamma 

APRIL Kappa 

APRIL Sigma 

APRIL Omega 

Director 

Director 

Director 

Director 



Xavier COQUARD 


Director 


APRIL Cover SA 

APRIL Corporate Broking SA 


AVS SA 

GIE APRIL Technologies 









Evolem SA 

MONCEAU ASSURANCES SA 

GROUPE NORBERT 

DENTRESSANGLE SA 

Kaelia SA 


Chairman of the Board 

of Directors 

Director 


Board 


of Evolem 1 

Director 




SA DES BROYERS 


Director 




Chairman and Chief Executive 

Officer 

GIE APRIL Courtage 




Co-manager 



GIE La Maison Commune 

APRIL North America Inc. 


Dave Rochon Assurances Inc. 


Chairman 

Director 

Director 



VBS SA 

Director 

APRIL Assurances SA 


SA NOW APRIL GROUP 



Board 

Director 

65 


1.0 


APRIL Solutions SA now 


COLLECTIVES 


Hannover Re 

La Mutuelle des Transports 

et Artisans 

Groupement Français 

de Caution 

Director 

André ARRAGO 


Director 



Member of the Executive Board 

Member of the Board 

of Directors 

Member of the Board 

of Directors 


years, but no longer held at present: NA 


I.S.F.A. 

Jean-Claude AUGROS 


Director 



Manager 




EUROMED 

TECHNE SA 

Bernard BELLETANTE 


Director 



Deputy Chief Executive Officer 

Director 





CAPMA & CAPMI 

MUTUELLE CENTRALE DE 


Gilles DUPIN 


Director 



Chief Executive Officer 


Chairman 

MONCEAU GENERALE 

ASSURANCES (MGA) 

MONCEAU RETRAITE & 

EPARGNE SA 

FEDERATION NATIONALE DES 

GROUPEMENTS DE RETRAITE 

ET DE PREVOYANCE - FNGRP 

(GIE) 

SERVICE CENTRAL DES 

MUTUELLES – SCM (GIE) 


DOMMAGES – ASD (GIE) 


IMMOBILIERS – MII 


MOBILIERS – MIM 

SOCIETE CIVILE CENTRALE 

MONCEAU – SCCM 

SOCIETE CIVILE FONCIERE 

CENTRALE MONCEAU – 

SCFCM 

CYBERLIBRIS SA 

CENTRALE COURT-TERME 

(SICAV) 

NORDEN (SICAV) 

NOAM Europe Expansion 

Uni Hoche 



Board 

Director 

Director 

Director 

Manager 

Manager 

Manager 

Manager 


of MONCEAU INVESTISSEMENTS 



of MUTUELLE CENTRALE 

DE REASSURANCE (MCR) 


of CAPMA & CAPMI 


of MONCEAU ASSURANCES 


of MUTUELLE CENTRALE 

DE REASSURANCE (MCR) 

66 


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CAISSE INTERSYNDICALE 

D’ASSURANCES DE LA REGION Manager 

LYONNAISE -CIARL 



GROUPE MONCEAU - MAA 

FERMES FRANCAISES SA 





JUSTICI@ 

Vice-Chairman of the Supervisory 

Board 

ADECCO TRAVAIL 

TEMPORAIRE SAS 

AHF e-BUSINESS - SAS 

Chairman 

Chairman 

DOMAINE DE MOLIERES (SA) 

UNIGESTION (SICAV) 


of SOCIETE CIVILE FONCIERE 

CENTRALE MONCEAU (SCFCM) 

Chairman 


Philippe MARCEL 

ECCO SAS 

ADIA SAS 

Chairman 

Chairman 

PYRAMIDES CONVERTIBLES 

(SICAV) 

VR ASSURANCES 

LA FRANCAISE DES 

PLACEMENTS (LFP) 

OCAM 

MONCEAU SELECTION PLUS 

(PREVOUSLY KHORUM) (SICAV) 

VR ASSURANCES HOLDING 

ATLAS MAROC (SICAV) 

CAISSE ASSURANCE RETRAITE 

TRANS-EUROPE - CART 

CAISSE INTER- 

PROFESSIONNELLE MUTUELLE 

ASSURANCES - CIMA 


of MUTUELLE CENTRALE DE 



of SOCIETE EN ASSURANCE 

REASSURANCE ET PREVOYANCE – 

SARP SA 








of CAPMA & CAPMI 


of MONCEAU INVESTISSEMENTS 



of the MONCEAU MAA Group 



ADECCO HOLDING FRANCE 

SAS 

AVION ECCO (GIE) 

ADECIA - SA 

ALTEDIA SA 

ADECCO SA 

(Swiss-law company) 

GL EVENTS SA 


NOVALTO 

PARTNERS IN BUSINESS 

MANAGEMENT 

SILLI KER INC. (société de 

droit américain) 


Director 



Chairman 

Director 

Director 

Director 

Director 

Director 

Director 


Board 

Chairman 

Director 

SIPEMI SAS 

INTERECCO MANAGEMENT 

SISTEL SERVICES SAS 

OLSTEN SA 

OLSTEN TT SA 

OLSTEN TT SUD SA 

QUICK MEDICAL SERVICES SA 

ASVEL BASKET SASP 

AJILON FRANCE SA 

ALEXANDRE TIC SA 

PIXID SNC 

Chairman 

Chief Executive Officer / Director 

Director 

Chairman-Chief Executive Officer 

Director 


Director 

Director 


ADECCO TT 


ADECCO TT 


ADECCO TT, Manager 

CAISSE INDUSTRIELLE 

D’ASSURANCE MUTUELLE - 

CIAM 

Manager 

67 


1.0 


Jean-Yves NOUY 


HOFIDIS II SAS 

Chairman 


HYPARLO SA 


of Directors 

PARFIDIS SARL 

Manager 


BANQUE RHONE-ALPES 

Director 

FORMADIS SNC 

Manager 

SHAM 

SHAM Services 

SHAM VIE 

AXA FIF 

Director 




Chairman 


Officer 


Board 



BENFIELD 

CATIXL 


Officer 

Chairman 

SEPEL 

SA AEROPORTS DE LYON 

IOL SAS 

IMMODIS SARL 

PARGEFI SARL 

PAREXO EURL 

SCI DE L’OURS 

CM2 INVEST (SC) 

ARLCO II (SC) 

ALP (Association) 

MUTUALP 



Chairman 

Manager 

Manager 

Manager 

Manager 

Manager 

Manager 

Chairman 

Chairman 

LA CRISTOLE SCI 

ECAF SNC 

CAMC SNC 

CTAMB SNC 

CAGS SA 

HIPROMA SA 

ETC BV 

HI FI BV 

VEV Distribution 

HOFIDIS SA 

SCI LES CHÂTRES 

Manager 

Manager 

Manager 

Manager 


of Directors 


of Directors 


of Directors 


of Directors 

Chairman 


Manager 


Gilles PARDI 

SCI LOUMANOURSE 

CCI de LYON 

Manager 

Secretary-Deputy Vice-Chairman 

SUMAR SpA 


of Directors 






BEARBULL SAS 

Chairman 

COGEALP 


Board 

DUOCONTI SAS 


of Directors 

68 


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RHONE ALPES CREATION SA 

AMORCAGE RHONE ALPES 

SAS 

RAC INGENIERIE SAS 

Guy RIGAUD 


Director 





Chairman 



GR CONSULTANT EURL 


Manager 

Vanessa ROUSSET 


Director 



Evolem DEVELOPPEMENT 

EURL 

MADECO A MOI SAS 

ORTHO SAS 

POOL SAS 

MKG SAS 

FLEX SAS 

JELLY SAS 

CIFEA 


ROUSSET & ROUSSET SARL 

NOVADEV 

DO IT YOURSELF 

HEDIPA 

GROUPE GTME 

Manager 

Chairman 


of Evolem 2, Chairman 










of MKG SAS, member 


Co-manager 

Manager 











LYON CAPITALE 

SECMA 

Director 


of Ortho SAS, Director 


Current offices and functions at August 28 th , 2007 


Chairman and member of the Executive Board 

until August 28 th , 2007 

AMT ASSURANCES SA 




COLLECTIVES SA 







APRIL GROUP VIE EPARGNE SA 




Vice Chairman and member 













Evolem SA 

Evolem 1 SAS 

Evolem 2 SAS 

Chief Executive Officer, 

Chairman 

Chairman 

CE2P 

NOMEN 

Chairman 


of Evolem SA 

APRIL IARD SA 

APRIL MARKETING 

SOLUTIONS SA 





69 


1.0 



APRIL PATRIMOINE SA 

APRIL SOLUTIONS 



ASSURTIS SA 

AVS SA 






of Directors 





Vice-Chairman and member 






ASSURANCE SA 

GI2A ASSURANCES SA 

HAUSSMANN CONSEILS SA 

ISR COURTAGE 


Director 










of Directors 



CAPRI RESIDENCE 

CAPRI ATLANTIQUE 

CAPRI LYON MEDITERRANEE 

ELLUL 

Chairman and Chief 

Executive Officer 

Chairman 

Chairman 

Chairman 


AXERIA PREVOYANCE SA 

AXERIA IARD SA 

AXERIA VIE SA 








RESOLUTION SA 

SASCO SA 







Offices and functions until August 28 th , 2007: 


Vice-Chairman and member of the Executive Board until 

August 28 th , 2007 


CGCA SA 



SEPCOFI SA 




Director 

COGEALP SA 

CIARE SA 

DIERREVI 



EASYSSUR SA 

GROUPE EUROPASSUR SA 

FGA SAS 






Director 





Director 



TMS CONTACT 

SFG SA 

SOLUCIA PJ 

APRIL ITALIA 

(Société de droit italien) 

FEBS AG 


L&E TITLE GROUP Ltd 



of APRIL GROUP DOMMAGES 

PARTICULIERS, member 






Director 


Board 

Director 

APRIL SANTÉ SA 

APRIL YACHT BROKER DI 

ASSICURAZIONI (Société de 

droit italien) 

ARPI (SCI) 


ASSURTIS SA 

CABINET SERGE FISNOT 

(SARL) 

CHATEAUDUN (GIE) 

Director 

Director 

Manager 

Vice-Chairman and member of 


Chairman and member of the 


Manager 

Director 

70 


1.0 


EASYSSUR SA 

HABITANCE SAS 

LONDON & EUROPEAN 

FRANCE SARL 

MULTISERVICES (GIE) 

TMS CONTACT SA 



Director 

Manager 




Board 

AXERIA PRÉVOYANCE 

AXERIA VIE 

EASYSSUR 

HAUSSMANN CONSEILS 

ISR COURTAGE 

SEPCOFI 

SOLUCIA PJ 

Director 



Director 


Director 

Director 

PRUDENCE VIE SA 

LA FRANCE ASSURANCES SA 

OJH SA 

LA FEDERATION 

CONTINENTALE SA 

GENERALI GERANCE 



Directors 


Directors 

Chief Executive Officer / Director 

Director 



ADELIS ASSURANCES 

Chairman 

Offices held over the last five years, but no longer held at 

present: 

Generali Rendement (SICAV) 

Director 

Generali Performance (SICAV) Director 

ASSURANCE FRANCE 

GENERALI 

EUROP ASSISTANCE FRANCE 

SA 

GENERALI ASSURANCES-VIE 

Director 

Director 

Director 

Objectif Monde (SICAV) 

Chairman 

GENERALI ASSURANCES IARD 

Director 



GENERALI Systèmes 

Informatiques (GIE) 

EQUITE 

Director 

Director 

GPA VIE 

GPA IARD 

Director 

Director 


Member of the Executive Board until August 28 th , 2007 



COLLECTIVES 

APRIL PATRIMOINE 


AXERIA IARD 



Officer 

Director 

Director 


APRIL Patrimoine, Director 

Director 

EPJ 

Financière Centuria 

Saint Honoré PME 

Generali Finance 

Georges V Rendement (SCPI) 

Multimmobilier 2 (SCPI) 

Pierre Privilège (SCPI) 

Valoripierre (SCPI) 

GUARDIAN VIE 

Director 

Director 

Director 


FEDERATION CONTINENTALE, 

Director 






Generali Euro Sept Dix Ans 

(SICAV) 

Generali Trésorerie (SICAV) 

Objectif Ethique Socialement 

Responsable (SICAV) 

FRANCE MORNAY (GIE) 

EXPERT ET FINANCE SA 

Generali Investissement 

(SICAV) 

Director 

Director 

Director 

Director 


FEDERATION 

CONTINENTALE, Director 


FEDERATION 

CONTINENTALE, Director 

71 


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Cercle des épargnants 

(Association) 

Foncia Pierre Rendement 

(SCPI) 

Rocher Pierre 1 (SCPI) 

Vice-Chairman 

Member of the 


Member of the 


ASSURADOM SA 


ASSURTIS SA 




Member of the 


Member of the 


12. Stock options 

Accordance with the provisions of Article L. 225-184 of the 

French Commercial Code, the General Meeting is informed 

of the stock option schemes put in place in a special report, 

filed with the office for General Meetings. 




Vice-Chairman and member of the Executive Board until 

August 28 th , 2007 


APRIL CONSEILS SAS 

APRIL COURTAGE (GIE) 





SA 


APRIL MOBILITE SA 

APRIL PRESTATIONS (GIE) 



Board 

Chairman 


of Directors 

Director 



of APRIL GROUP PRÉVOYANCE 



of APRIL COURTAGE, Director 

and Chairman 


of APRIL GROUP PRÉVOYANCE 



of Directors 


COGEALP SA 


HABITANCE SAS 



TMS CONTACT 

APRIL IBERIA 

(Société de droit espagnol) 

APRIL ITALIA 

(Société de droit italien) 

APRIL GERMANY AG 

(société de droit allemand) 

FEBS AG 

(société de droit allemand) 

Director 

Member of the 





Chairman 







Member of the 



Directors 

Chairman and director 







13. Number of shares purchased or sold by the 

company over the year 

Further to the authorizations granted at the Combined General 

Meeting on April 27 th , 2006, the Company owned 155,067 

APRIL shares at December 31 st , 2007, acquired at an average 

unit price of 42.30 euros, representing 0.95% of the share 

capital: 

Total value based on the purchase price: 6,559,478.03 euros 

Total par value of shares held: 62,026.80 euros 

22,117 shares were acquired with a view to coordinating 

the company’s stock price under an AFEI liquidity agreement. 

132,950 shares were also acquired in 2006, initially allocated 

to a buyback program in connection with an external growth 

operation. 

During the year, the company purchased a total of 132,708 

shares, and sold off 149,216, with an average purchase price 

of 41.02 euros and an average sale price of 39.17 euros. 

The trading costs incurred totaled 28,107 euros. 

72 


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14. Authorization to implement a share buyback 

program and reduce the capital through the 

cancellation of treasury stock 

We recommend once again granting the Board of Directors, 

for an 18-month period, the powers required to purchase 

company shares in one or more transactions and at the times 

that it deems necessary for up to 5% of the share capital, 

adjusted as relevant in order to factor in any capital increase 

or reduction operations that may be carried out during the 

course of the program. 

This authorization would supersede the authorization 

given to the Board of Directors at the General Meeting on 

April 26 th , 2007. 

Such acquisitions may be carried out with a view to: 

Coordinating the secondary market or liquidity for APRIL 

GROUP’s share through an investment service provider 

under a liquidity agreement in accordance with the 

compliance charter approved by the AMF; 

Keeping any shares purchased and issuing them again 



acquired in this respect may not exceed 5% of the 

company’s share capital; 

Covering stock option schemes and other forms of 

allocating shares to Group employees and/or corporate 

officers, notably in connection with the profit-sharing 

system, a company savings scheme or a free allocation of 

shares; 

Covering marketable securities entitling holders to the 

allocation of company shares in line with stock market 

regulations; 

Canceling any shares acquired as authorized, subject to 

the authorization to be given by this General Shareholders’ 

Meeting in its 16 th extraordinary resolution. 

We recommend setting the maximum purchase price at 

80 euros per share. As such, the maximum nominal amount 

for the operation is capped at 163,242,480 euros. 

As a result of the cancellation objective, we recommend 

authorizing the Board of Directors for a 24-month period to 

cancel, on its decisions alone and in one or more transactions 

for up to 10% of the capital calculated on the day of the 

cancellation decision, after deducting any shares cancelled 

over the previous 24 months, the shares that the company 

holds or may hold further to buyback operations carried out 

in connection with its buyback program and to reduce the 

share capital accordingly, in line with the legal and regulatory 

provisions in force. 

The Board of Directors would therefore have the powers 

required to do whatever is necessary in this respect. 

15. Renewal of the terms-of-office of the 

incumbent and deputy statutory auditors 

The terms of office of the incumbent statutory auditors, 

namely MAZARS and DELOITTE & ASSOCIES, and the 

terms of office of the deputy statutory auditor, BEAS, 

are due to end further to our next Ordinary General 

Meeting convened to approve the financial statements 

for the year ended December 31 st , 2007. We therefore 

recommend reappointing them for a further six-year period. 

16. Appointment of a deputy statutory auditor 

We would like to remind you that Jean-Marie Barbereau’s 

office as deputy statutory auditor is due to end further to our 

Ordinary General Meeting convened to approve the financial 

statements for the year ended December 31 st , 2007. We 

therefore recommend appointing Michel Barbet-Massin to 

replace him for a six-year period. 

17. Delegations to increase the share capital 

The delegations of authority adopted at the General Meeting 

on April 27 th , 2006 and transferred to the Board of Directors 

at the General Meeting on August 28 th , 2007, are scheduled 

to end in the days following the General Meeting convened 

to approve the financial statements for the year ended 

December 31 st , 2007. We therefore recommend renewing 

the delegations. 

73 


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Delegations to increase the share capital through 

cash contributions or the incorporation of reserves, 

profits or premiums (Article L. 225-129-2 of the French 

commercial code) 

We recommend delegating powers for the Board of Directors 

to: 

Increase the capital through the issue of ordinary shares or 

marketable securities entitling holders to access the capital 

reserved for shareholders and/or through the incorporation 

of reserves, profits or premiums; 

Increase the capital through the issue of shares and/or 

marketable securities entitling holders to access the capital, 

with preferential subscription rights waived. 

The delegations are intended to give the Board of Directors 

full discretion within the legal timeframe of 26 months to 

issue, at the time that it deems relevant, ordinary shares 

and/or marketable securities giving holders immediate or 

future access to ordinary shares, with a view to financing the 

company’s requirements. 

The nominal amount of any capital increases that may be 

carried out may not exceed 10,000,000 euros. This amount 

would include the total nominal value of any additional 

ordinary shares to be issued with a view to safeguarding, 

as required under French law, the rights of holders of 

marketable securities entitling them to access the capital. 

It is planned, in connection with these delegations, to grant 

the Board of Directors the option to increase, under the 

conditions and within the limits set by the legal and regulatory 

provisions in force, the number of securities planned for the 

initial issue. Any such decision would be subject to a specific 

resolution. 

In accordance with French law, the marketable securities to 

be issued may entitle holders to access the capital of any 

company that directly or indirectly owns more than half of 

the share capital of our company or any company in which 

our company directly or indirectly owns more than half of the 

share capital. 

Such issues could be carried out with preferential subscription 

rights maintained for shareholders. Notably with a view to 

reaching as many investors as possible, the Board of Directors 

may, as relevant, waive the preferential subscription right. 

If preferential subscription rights have been maintained and 

subscriptions have not taken up all of the issue, the Board of 

Directors may use the options provided for under French law 

and more specifically offer all or part of any securities that 

have not been subscribed for to the public. 

In the event of an issue based on a public offering without 

any preferential subscription rights, the Board of Directors 

may give shareholders a priority option for subscriptions. 

be determined in accordance with the legal and regulatory 

provisions in force, and will therefore be at least equal to the 

minimum required by the provisions of Article R. 225-119 of 

the French commercial code at the time when the Board of 

Directors implements the delegation. 

In the event of an issue of securities intended as payment for 

securities put forward in connection with a public exchange 

offer, the Board of Directors shall have, within the limits set 

out above, the powers required to set the list of securities 

tendered for the exchange, set the conditions for any issue 

as well as the exchange ratio and, as relevant, the amount of 

the cash balance to be paid, and determine the conditions 

for issue. 

Authorization to increase the share capital with a view 

to paying for any contributions in kind for securities 

and marketable securities (Article L. 225-147 of the 

French commercial code) 

In order to facilitate external growth operations, we 

recommend delegating powers for the Board of Directors 

to increase the share capital for up to 10% of its amount 

with a view to paying for any contributions in kind for capital 

securities or marketable securities entitling holders to access 

the capital. 

This authorization would be given for a 26-month period. 

The nominal amount of any marketable securities 

representative of company debt that may be issued may not 

exceed 150,000,000 euros. 

Based on this assumption, the sum due to the company, 

currently or in the future, for each one of the ordinary 

shares issued, after factoring in the subscription price for 

warrants in the event of an issue of equity warrants, will 

The total nominal amount of ordinary shares that may be 

issued under this delegation may not exceed 10% of the 

share capital. 

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This cap is independent from all of the caps provided for 

under other delegations to increase the capital. 

Authorization to carry out a capital increase reserved 

for members of a company savings scheme (Articles 

L. 225-129-6, L. 225-138-1 of the French commercial 

code and L. 443-5 of the French labor code) 

In connection with a legal obligation to promote employee 

shareholding, we also recommend approving a proposed 

delegation for the Board of Directors to carry out a capital 

increase reserved for members of a company savings scheme 

and in accordance with the conditions of Article L. 443-5 of 

the French labor code through the cash issue of ordinary 

shares and, as relevant, the free allocation of ordinary shares 

or other securities entitling holders to access the capital. 

French law requires preferential subscription rights to be 

waived. 


French labor code, the price of shares to be issued may not 

be more than 20% lower (or 30% when the scheme’s planned 

lock-in period as per Article L. 443-6 of the French labor 

code is greater than or equal to 10 years) than the average 

opening price for the share during the 20 trading sessions 

prior to the Board of Directors’ decision relative to the capital 

increase and the issue of the corresponding shares, and may 

not be any higher than this average. 

The maximum nominal amount of the increases that may be 

carried out through the use of this delegation is 500,000 euros. 

We therefore recommend granting the Board of Directors full 

powers to use this delegation for a 26-month period. 

Within the limits set out above, the Board of Directors shall 

have the powers required notably with a view to setting the 

conditions for the issues, acknowledging the performance 

of the resulting capital increases, amending the bylaws 

accordingly, booking, on its initiative alone, the costs for 

capital increases against the amount of the corresponding 

premiums, and deducting the sums required to take the legal 

reserve up to one tenth of the new capital after each increase 

against this amount, and more generally doing whatever is 

necessary in this respect. 

Authorizations for individual employee shareholding 

In order to make it possible to continue with the policy 

to promote employee shareholding and consolidate the 

company’s development, we recommend authorizing the 

Board of Directors to award stock options and bonus shares 

as follows: 

Authorization to award stock options and/or warrants 

We recommend authorizing the Board of Directors for a 

38-month period to award stock options and/or warrants 

to employees, certain members of staff, certain categories 

of staff and/or corporate officers as defined under French 

law, from both the company and any companies or economic 

interest groups that are related to it as per Article L. 225-180 

of the French commercial code; 

The total number of options that may be awarded by the 

Board of Directors under this delegation may not entitle 

holders to subscribe for or purchase a number of shares 

exceeding 5% of the existing share capital on the day of the 

first allocation, in accordance with the legal limit in force and 

more specifically the limits set out in Articles L. 225-182 and 

R. 225-143 of the French commercial code. 

The share subscription and/or purchase price for beneficiaries 

will be set the day on which the options are awarded by 

the Board of Directors and will correspond to 100% of the 

average listed share price over the 20 days trading prior 

to the day on which the option is awarded. The Board of 

Directors will be able to offer a discount of up to 5% on the 

subscription or purchase price 

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The term set for options by the Board may not exceed eight 

years as of their allocation date. 

In this way, within the limits set out above, the Board will 

have full powers to set the other terms and conditions for 

the allocation and exercising of options, and more specifically 

setting the conditions under which options will be awarded, 

and to determine the list of categories of beneficiaries as 

provided for above, set the exercise periods for options 

granted in this way, perform or get any other parties to 

perform all formalities with a view to making any capital 

increases that may be carried out definitive, as relevant, to 

amend the bylaws accordingly and generally to do whatever 

is necessary. 

Authorization to freely award shares to members 

of the salaried workforce and/or certain corporate 

officers (Article L. 225-197-1 of the French commercial 

code) 

We recommend authorizing the Board of Directors, for a 

38-month period and in accordance with Article L. 225-197-1 

of the French commercial code, to freely allocate new shares, 

resulting from a capital increase through the incorporation of 

reserves, premiums and profits, or existing shares. 

The beneficiaries of such allocations could be: 

Salaried members of staff from the company or companies 

that are linked directly or indirectly to it as per Article 

L. 225-197-2 of the French commercial code; 

Corporate officers fulfilling the conditions of Article 

L. 225-197-1 of the French commercial code. 

The number of shares that may be freely allocated by the 

Board of Directors under this delegation may not exceed 5% 

of the existing share capital on the allocation day. 

Shares will only be definitively awarded to beneficiaries at the 

end of a vesting period: 

Of at least two years for beneficiaries who are French tax 

residents on the allocation date. Such beneficiaries will also 

be required to retain the shares awarded to them for a 

minimum period of two years. The Board would be entitled 

to increase the length of both of these periods; 

Of at least four years for beneficiaries who are non- 

French tax residents on the allocation date, with the Board 

of Directors able to increase the length of this period. 

However, such beneficiaries would not be subject to the 

abovementioned holding requirement, unless indicated 

otherwise by any tax provisions. 

On an exceptional basis, the allocation would become 

definitive before the end of the vesting period in the event 

of the beneficiary’s disability in accordance with the second 

or third categories set out in Article L. 341-4 of the French 

social security code (Code de la sécurité sociale). 

Under this authorization, you would expressly waive your 

preferential subscription right for new shares issued through 

the incorporation of reserves, premiums and profits. 

In this way, within the limits set out above, the Board would 

have full powers to set the conditions and, as relevant, the 

criteria for awarding shares, determining the identity of 

beneficiaries for free allocations from among the people 

fulfilling the conditions set out above, as well as the number 

of shares attributable to each one of them, determine the 

impacts on beneficiaries’ rights of operations modifying the 

capital or likely to influence the value of shares to be awarded 

and carried out during the vesting and holding periods, as 

relevant, acknowledge the existence of sufficient reserves 

and, at the time of each application, transfer the sums to 

a blocked reserve account as required for freeing up the 

new shares to be awarded, decide on the capital increase(s) 

through the incorporation of reserves, premiums or profits, 

in conjunction with the issue of new shares awarded freely, 

acquire the shares required in connection with the share 

buyback program and allocate them to the allocation scheme, 

and generally do whatever is necessary in connection with 

the implementation of this authorization in accordance with 

the regulations in force. 

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These delegations are presented in detail in the following table: 

Summary of valid delegations to increase the share capital 

IN EUROS 

Date of the EGM 

(c) 

Authorization 

end date 

Authorized amount 

(in euros) 

Previous years 

increase(s) 

Current year 

increase(s) 

Residual amount on the 

day the present table 

was finalized (in euros) 

Authorization to increase the capital 

with preferential subscription rights 

maintained 



waived 



waived in favor of members of a 

company savings scheme 



April 27, 2006 June 26, 2008 500,000 N/A - 500,000 

Authorization to increase the share 

capital as payment for contributions 

of securities 

April 27, 2006 June 26, 2008 

10% of the share 

capital 

N/A - 

10 % of the share 

capital 

Authorization to issue stock options 

and/or warrants 



capital 

N/A (b) 259,000 

Authorization to grant bonus shares 

to be issued 



capital 

N/A 

N/A 

5 % of the share 

capital 

(a) Global amount for both categories. 

(b) The authorization granted to the Executive Board and then the Board of Directors was applied through the issue of 3 plans in 2007. No options issued through these 3 plans were exercised in 2007. 

The maximum capital increase associated with these 3 plans represents 103,600 euros. 

(c) The General Meeting that decided on August 28 th , 2007 to change the company’s management structure with the adoption of the Board of Directors formula provided for the possibility for these 

delegations, which were initially granted to the Executive Board by the General Meeting on April 27 th , 2006, to be used by the Board of Directors. 

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18. Elements likely to have an impact in the 

event of a public offering 

In accordance with Article L. 225-100-3, we would like to 

inform you about the following points: 

The structure of the capital and any known direct or indirect 

equity interests of the company, with all corresponding 

information, are presented in Section 2 in the principal 

document I for the reference document; 

To the best of the company’s knowledge, no shareholders’ 

agreements or other commitments have been entered into 

between shareholders; 

There are no securities including special rights of control; 

The voting rights associated with APRIL shares held by staff 

under the APRIL equity-based mutual fund are exercised 

by a representative appointed by the mutual fund’s 

Supervisory Board with a view to representing it at General 

Meetings; 

The rules for appointing and dismissing members of the 

Board of Directors represent the rules applicable under 

common law; 

In terms of the Board of Directors’ powers, the delegations 

that are currently valid are described in the present report 

under Section 14 (share buyback program) and in the table 

presenting capital increase-related delegations; 

Our company’s bylaws may be amended in accordance with 

the legal and regulatory provisions in force; 

The agreements governing any compensation due in the 

event of the termination of Executive Board member 

functions are presented in Section 11. 

19. Transactions on securities by corporate 

officers, senior managers or their close 

relatives over the year 


Exercising of 10,000 APRIL GROUP equity warrants on July 

4 th , 2007 at a price of 16.86 euros. 

Sale of 10,000 APRIL GROUP equity warrants on July 

4 th , 2007 at a price of 39.53 euros 

Dominique GODET 

Acquisition of 350 APRIL GROUP shares on July 31st, 2007 

at a unit price of 42.05 euros. 

Exercising of 2,000 APRIL GROUP equity warrants on 

December 20 th , 2007 at a unit price of 16.69 euros. 

Sale of 425 APRIL GROUP equity warrants on December 

20 th , 2007 at a unit price of 45.00 euros. 

20. Co-Statutory Auditors’ review 

The following reports are going to be presented to you: 

The general report drawn up by your co-statutory auditors 

on the statutory financial statements; 

Their report on the consolidated financial statements; 

Their special report on the agreements covered under 

Articles L. 225-38 et seq of the French commercial code; 

Their report on the Chairman of the Board of Directors’ 

report as per the last paragraph of Article L. 225-235 of the 

French commercial code; 

Their report on the authorization granted to the Board of 

Directors to increase the share capital. 

CONCLUSION 

We will ask you to duly note the information contained in the 

present report for the members of the Board of Directors, to 

approve the annual and consolidated financial statements for 

the past year, as they have been presented to you, to ratify 

the proposals submitted by your Board of Directors and to 

discharge the liability of each of its members for the year in 

question. 

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2.0 Five-year financial summary (in euros) 

financial summary (in euros) 

Five-year 

YEAR-END DATE Dec 31, 2007 Dec 31, 2006 Dec 31, 2005 Dec 31, 2004 Dec 31, 2003 

DURATION OF FISCAL YEAR 12 months 12 months 12 months 12 months 12 months 

CAPITAL AT YEAR-END 

Share capital 16,324,253 16,292,779 16,236,793 16,174,285 16,086,548 

Number of shares 

- ordinary 40,810,632 40,731,948 40,591,983 40,435,713 40,216,370 

- With priority dividends 

Maximum number of shares 

to be created 

- Through bond conversions 

- Through subscription rights 

OPERATIONS AND EARNINGS 

Revenues (net of tax) 0 0 0 0 0 

Income before tax, profit-sharing, contribution 

to provisions and amortization 

93,907,719 31,628,042 30,468,826 21,652,673 22,801,470 

Corporate income tax -8,796,718 -3,383,875 -3,290,380 -3,251,503 -3,995,670 

Employee profit-sharing 238,892 215,244 158,787 167,550 135,191 

Contribution to provisions 

and amortization 

-2,192,069 2,310,001 -10,536,554 929,371 15,448,020 

Net income 104,657,614 32,486,672 44,136,973 23,807,255 11,349,120 

Distributed income 17,956,678 16,292,779 13,395,354 8,895,857 6,032,456 

EARNINGS PER SHARE 

Earnings after tax, profit-sharing, before 

contribution to provisions and amortization 

2.51 0.85 0.83 0.61 0.67 

Earnings after tax, profit-sharing, contribution 

to provisions and amortization 

2.56 0.80 1.09 0.59 0.28 

Allocated dividend 0.44 0.4 0.33 0.22 0.15 

WORKFORCE 

Average headcount 25 25 21 23 27 

Payroll 2,058,452 1,880,850 1,715,762 1,332,012 2,034,391 

Amounts paid in company benefits 

(social security, social benefits, etc.) 

1,067,187 1,049,335 751,820 1,052,872 958,002 

As decided at the Combined General Meeting on March 31 st , 2000, APRIL GROUP (formerly APRIL SA) contributed a complete branch of its business to APRIL Assurances SAS 

(a wholly-owned subsidiary), with APRIL GROUP then becoming a holding management company. 

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3.0 Chairman 3.0 

of the Board of Directors’ report 

Chairman of the Board of Directors’ report 

(Article L. 225-37 of the French commercial code) 



French Commercial Code, please find hereafter our report 

relative to: 

The conditions for the preparation and organization of the 

work carried out by your Board of Directors for the year 

ended December 31 st , 2007; 

The internal control system put in place by the company. 

1. Conditions for the preparation and 

organization of the Board of Directors’ work 


voted to change the company’s governance structure, opting 

for the Board of Directors system, which seems best suited 

to the Group’s new organization and the key issues and 

challenges for the APRIL 2012 plan. 

1.1. Board structure 

Under the supervision of the Chairman, the procedures 

implemented for the drafting of this report were based 

on the work carried out, coordinated by the Risk Manager 

in conjunction with the Finance Division, the Legal Affairs 

Division and the main Group divisions. This report is also 

based on the exchanges that took place with the Sustainable 

Development Committee and the Statutory Auditors, as well 

as the findings from internal audits conducted within the 

Group. 

Article 14 of our bylaws stipulates that the Board of Directors 

must have a minimum of three members, but may comprise 

up to eighteen members, who are appointed for a two-year 

period of office and may be reelected. Your company’s Board 

of Directors currently has 11 members. 

A list of the members of the company’s Board of Directors, 

including any functions held in other companies, is given in 

the Board of Directors’ management report. 

The corporate governance system implemented within 

APRIL GROUP is in line with the recommendations set 

forth in the AFEP/MEDEF report on corporate governance, 

which are adapted to the size of the company as well as its 

shareholding structure. 

In line with recommendations relative to corporate governance, 

it includes five independent members. To be considered 

independent, members of the Board of Directors may not: 

Be a current employee of the Group or have been an employee 

at any point in the last three financial years ended; 

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Be a corporate officer and/or legal representative of any 

related company or have held such a position at any point 

in the last two financial years ended, 

Be a legal representative of a company in which the Group 

is a corporate officer, or a legal representative or employee 

of the Group at present or at any point in the last two 

financial years ended, 

Be a beneficiary of an economic relationship with the 

Group that is deemed to be significant for the member, or 

even an employee, corporate officer, legal representative, 

controlling partner of such a beneficiary or a relative of 

such a beneficiary as defined below. The significant nature 

of the economic relationship in question will be determined 

by the Board of Directors, 

Be related, on a direct or collateral basis, directly or by 

marriage, to a degree less than one fifth, to a legal 

representative of the Company. For the purposes of the 

present requirements, the spouse of a relative is deemed 

to have the same degree of relationship as the relative in 

question in connection with the corporate officer, 

Be a corporate officer of the Company for over 12 years 

as on the date on which their period of office is to be 

renewed, 

Be a former Statutory Auditor of the Group having 

performed this function within the Group in any of the last 

five financial years ended. 

There are no restrictions in force governing the interests of 

independent members in the share capital. 

The Board of Directors has set up various Committees, 

defining their makeup and remits. These Committees report 

to the Board of Directors on their activities. 

Firstly, the Sustainable Development Committee meets as 

the Audit Committee and the Compensation Committee 

during specific sessions. Its mission is to oversee the main 

strategic and organizational issues facing the company (risk 

management and monitoring of internal audit, new company 

acquisition and integration policy, Group culture, human 

resources policy, governance rules, etc.). Management 

actions are taken based on the report that it submits to the 

Board of Directors. The Sustainable Development Committee 

is currently made up of five members, namely the Chairman 

of the Board of Directors and four independent directors. 

In addition, the Group’s Investment Committee is called on 

prior to the acquisition 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 report on the Investment Committee’s decisions is 

transmitted to the members of the Board of Directors. A set 

of bylaws has been drawn up describing this committee’s 

operations. It met seven times over the past financial year. 

The Chairman of the Board of Directors of APRIL GROUP is an 

ex-officio member of this committee, acting as its Chairman. 

The Board of Directors voted, to appoint its representatives 

within the APRIL GROUP Investment Committee for an 

indefinite period: 

Bernard Belletante; 

Gilles Pardi; 

Guy Rigaud; 

Vanessa Rousset. 

The Investment Committee also includes two non-director 

members. 

Lastly, the Insurance Committee comprises the Group’s 

professionals, insurance specialists, and at least one member 

of the Board of Directors who reports on its work to the 

Board. 

1.2. Bylaws 

The Board of Directors has adopted a set of bylaws, the main 

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 Board of 

Directors; 

Board of Directors’ organization and operations; 

Board of Directors’ information; 

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3.0 


Missions and organization of the committees; 

Director compensation 

Conditions for amending the bylaws. 

1.3. Frequency of meetings 

In accordance with its bylaws, the Board may meet as often 

as necessary in the interests of the Company and at least 

five times a year, as requested by the Chairman of the Board 

of Directors or, if the Board has not met for more than two 

months, as requested by at least one third of the directors. 

Over the past fiscal year, your Board of Directors met twice, 

as well as a further three times under the old Supervisory 

Board structure. 

1.4. Notices to attend for members 

Pursuant to Article 14 of the bylaws, the members of the 

Board of Directors were given notice to attend by an ordinary 

letter in accordance with a schedule that is set at the 

beginning of the year but may be modified over the course 

of the year as required by events or at the request of several 

members of the Board. 

1.5. Information for members 

In accordance with the performance of their mission, the 

members of the Board of Directors have been provided with 

all the necessary documents and information in the form 

and timeframes required to deliberate under satisfactory 

conditions. Furthermore, a specific report is drawn up each 

quarter for the members of the Board of Directors with 

numerous indicators on financial issues, human resources, 

the organization, activities, etc... 

1.6. Location for meetings 

Meetings of the Board of Directors are generally held in Lyons. 

The average rate of attendance for members of the Supervisory 

Board and Board of Directors over 2007 was 85%. 

The company bylaws specify that videoconferencing and 

telecommunications facilities may not be used when: 

Drawing up the annual and consolidated financial 

statements; 

Drawing up the company’s management report and, as 

relevant, the Group’s management report; 

Selecting the conditions for the performance of executive 

management; 

Appointing and dismissing the Chairman, Chief Executive 

Officer and Deputy Chief Executive Officers. 

1.7. Minutes of meetings 

Minutes are drawn up further to each meeting of the Board 

of Directors. 

A draft version of these minutes is sent out to each one of the 

members with the notice to attend the following meeting and 

is voted on by members as soon as the session is opened. 

1.8. Role of the Board of Directors 

APRIL GROUP’s Board of Directors performs all of the 

missions required under French law. With the presence of 

several independent members, it is designed to act as force 

to provide alerts, take a critical view of issues and submit 

proposals. Over the past year, in addition to the decisions 

required by the laws and regulations in force, the Board of 

Directors addressed the following main issues: 

Monitoring acquisition projects and creations of new 

companies or activities; 

Monitoring the integration of new companies within the 

Group; 

Monitoring the results of the employee satisfaction survey 

Monitoring risk management and internal audit work; 

Monitoring the policy for creating new products and 

services; 

Monitoring of provisional budgets and actuals; 

Monitoring of the financial rating process for certain 

companies. 

1.9. Evaluation of the Board of Directors’ work 

Under the company bylaws, the Board of Directors reviews 

its operations at least once a year. In general, members of 

the Board of Directors regularly analyze their practices, the 

conditions for the Board’s work and the achievement of the 

objectives set in connection with their missions. At each 

Board meeting, the monitoring of decisions taken previously 

by the Board of Directors makes it possible to gauge the 

effectiveness of its work. 

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1.10. Rules for determining corporate officer 

compensation 

In accordance with the provisions of the French law for the 

development of employee profit-sharing and shareholding, 

incorporated into Article L.225-37 of the French Commercial 

Code, we are reporting to you on the following governance 

rules, applicable for determining compensation of any kind 

granted to the corporate officers of APRIL GROUP or its 

companies. 

Fixed compensation 

This is determined by the Board of Directors or the 

Supervisory Board of each Group company. 

Variable compensation 

Variable compensation is awarded by the Board of Directors 

or the Supervisory Board of each Group company depending 

on the objectives set the previous year based on three 

criteria: 

Economic and financial results: performance in terms of 

revenues, operating income, net income and ROE, as well 

as the development of new business; 

Qualitative performance relative to the satisfaction of 

employees, clients and call handling; 

Intra-group cooperation and innovation: cross-business 

contributions between Group companies; involvement of 

managers and employees within cross-business workshops 

and APRIL University, involvement of managers in the ad hoc 

governance committees of the Group and its subsidiaries; 

contribution to the development of new products or 

processes, representing sources of differentiation for our 

companies. 

Directors’ fees 

Only the independent members of the Board of Directors receive 

directors’ fees for their participation in governance bodies. 

The Ordinary General Meeting approves the amount of 

director’s fees granted to the members of the Board of 

Directors for the past financial year. The average level of 

compensation per independent director for their participation 

in meetings for the Supervisory Board, Board of Directors and 

other Committees came to 10,000 euros for 2007. 

This compensation includes preparations for and participation 

in the sessions concerned. 

Benefits in kind 

The Board of Directors of APRIL GROUP or the Board of 

Directors of Group companies provide their executives with a 

company vehicle and supplementary healthcare and personal 

protection cover. 

Stock options 

Under a delegation given by the Ordinary General Meeting, 

setting the term and maximum overall amount for the 

scheme, the Board of Directors grants certain corporate 

officers and employees stock options (conditional or other), 

in accordance with the conditions applicable under stock 

option regulations. The conditions for the various schemes 

are presented in the annual report. 

1.11. Powers given by the Board of Directors to its 

Chairman 

The Board of Directors has chosen to not separate the 

functions of Chairman of the Board of Directors and Chief 

Executive Officer. The powers of the Chairman and Chief 

Executive Officer are those applicable under French law. He 

is therefore invested with the broadest powers to act under 

any circumstances in the company’s name. 

Such powers, which may be sub-delegated, must be 

exercised in accordance with the provisions applicable under 

the bylaws, the general guidelines and rules set by the Board, 

and the APRIL GROUP’s specific management principles. 

Any acquisitions of equity interests and partial or total 

disposals of capital in subsidiaries must however be presented 

to and approved beforehand by the Investment Committee. 

2. General internal control structure 

2.1. Objectives 

APRIL GROUP has put in place an internal control system 

designed to meet the following major objectives: 

To effectively manage the risks resulting from the activities 

of businesses making up the Group, focusing primarily on 

prevention and a proactive approach; 

To ensure that the operational activities of the various 

Group companies are in line with the framework defined by 

the relevant labor relations bodies, the laws and regulations 

applicable and the internal rules, standards and values in 

force within the company and the Group; 

To secure the main operational processes and financial 

flows for Group companies; 

To enable newly integrated companies to benefit from the 

Group’s internal control standards and best practices; 

To ensure that internal and external communications truly reflect 

the situation and activities of the Group and its companies. 

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Readers are reminded that as comprehensive and effective 

as the internal control system may be, it may only provide 

reasonable assurance and not an absolute guarantee that 

such risks have been fully eliminated. 

2.2. Internal control system within the APRIL Group 

In light of the recent publication of the internal control 

frame of reference by the AMF taskforce, the internal control 

system in place within the APRIL GROUP is now presented 

based on its five official components: 

2.2.1. Current organization: internal control players 

The control organization in place within the APRIL Group is 

currently based on the following players: 

Group company managers 

They are responsible for the implementation of internal 

control procedures intended to secure the main operational 

and functional processes in their business unit. They 

are responsible for guaranteeing the application of the 

principles and best practices defined by the Group, in 

conjunction with the players outlined below. They report 

to their Board of Directors or Supervisory Board on the 

risk mapping drawn up for their company, as well as the 

corresponding action plans 

Risk manager 

He is responsible for the overall management of risks 

within the Group. The risk manager is also responsible 

for the insurance programs offered by the Group to its 

subsidiaries. 

Group Internal Audit Manager 

The Internal Audit Manager is responsible for ensuring 

the consistency and effectiveness of internal control 

within Group companies. To achieve this, he draws up 

the annual audit plan for the Group Committee and 

performs the Group’s internal audit missions, covering all 

of the Group’s activities and companies, and working with 

expert employees from the field being audited as relevant. 

He oversees the work of the Statutory Auditors during their 

interim assignments. 

Members of the Risk division 

Around 15 members of staff within the Group are 

actively working on continuously improving the 

internal control systems put in place within the Group. 

To some extent, this concerns resources that are dedicated 

exclusively to the global internal control approach: 

- In the most significant companies, the internal control 

manager is responsible for defining and applying a 

program to review the operations, controls and processes 

implemented by the company. They check the application of 

the management rules defined by the executive management 

team and report on their work to the company’s Audit 

Committee or the senior management team; 

- In 2007, two positions were created for internal 

controllers: one in the LIFE AND SAVINGS division, the 

other at Mutant Assurances. Their role and way of working 

are similar to what has been described above. 

At the same time, other divisions are working with shared 

resources: the financial controllers. 

Reporting to the holding structures at the head of the 

various divisions, they are responsible for the Group’s 

budgetary procedure and check the consistency of the 

various budgets produced during the year by the companies 

making up the Group. They summarize and verify the 

consistency of the monthly activity reports provided by 

Group companies. They analyze the consolidated vision of 

activities for Group companies. 

Their work also involves an internal audit role. In this 

way, they draw up an internal audit plan for the division, 

presented each quarter to the division’s management team, 

in the presence of the Group’s internal audit manager. 

Group legal departments 

These departments provide legal support for Group 

companies, and keep them informed of major changes in 

regulations . 

Quality managers 

In each one of the Group’s divisions, a quality manager is 

responsible for coordinating, carrying out or supervising 

internal quality audits in line with ISO and the set of 

internal quality standards and customer commitments. 

The Group’s 19 internal quality auditors conduct audit 

missions throughout the year to check that the different 

commitments of companies are respected. The projects and 

missions carried out by the quality managers are presented 

to APRIL GROUP’s Group Committee on a regular basis. 

Sustainable Development Committee 

Its mission is presented in Section 1 of this report; it is 

notably tasked to ensure that the main risks facing the 

Group are understood and dealt with in a suitable manner. 

The Sustainable Development Committee supports the 

Group’s efforts to factor in and deal with certain potentially 

major risks (e.g. review of information systems). Every 

half-year period, the Risk Manager and the internal audit 

manager report on progress made to this committee, 

focusing on risk management and internal control. 

84 


3.0 


More specifically, they present the missions carried out in 

Group companies, the issues raised, the recommendations 

made and the follow-up on these recommendations. The 

Sustainable Development Committee validates the audit 

plan. The Sustainable Development Committee proposed 

by the Group Committee, and may ask for internal audit 

assignments to be added to the audit plan. 

2.2.2. Integrated process for identifying and analyzing 

the main risks 

The integrated risk management process is overseen by the 

Risk manager. 

Risk management notably involves moves to provide Group 

companies with a methodology and tools for the management 

of financial, legal, operational and strategic risks including 

the risk mapping process. The risk manager helps draw up 

and implement these tools with the heads of the companies 

concerned and the internal audit manager. 

He also reviews the findings and recommendations set out 

by the internal audit manager in connection with their audit 

assignments and the assignments carried out by other players, 

including financial controllers, Statutory Auditors, consultants, 

etc. Within this framework, either directly or through the 

internal audit manager, he informs the Group Committee and 

reports to the Sustainable Development Committee. 

Based on the conclusions from the mappings for each company, 

for each division and the compilation of all the mappings for 

the year formalized in the “2007 Risk Observatory”, the Risk 

manager then prioritizes the risks identified in this way and 

directs, through a partnership with the internal audit manager, 

the audit assignments and internal control projects to be 

carried out in line with the risk management strategy decided 

on by the Group or its companies. 

Mediumterm 

plan 

Strategic Committee 

The risk manager is also responsible for the coordination and 

monitoring of the insurance programs set up at Group level. 

2.2.3. Control activities 

Internal audit 

The APRIL GROUP’s internal audit manager coordinates internal 

audit activities within the Group. 

Audit assignments are carried out by the holding company 

alone or in conjunction with various members of staff, who 

may or may not be members of the APRIL Group’s risk division. 

Over 2007, 15 other employees (financial controllers, IT 

professionals, HR) participated as technical experts in the 

various internal audit assignments. 

The identification of risks represents a key stage in securing 

operational processes and financial flows within Group companies. 

Based on their medium-term plan (MTP) and their knowledge 

of the internal and external risks for their organization, each 

company business division formalizes its risk mapping. 

In light of this information, they draw up a list of internal 

control projects, which are covered in action plans that 

are monitored at least once a year during June’s Strategic 

Committee sessions. 

The Risk Manager identifies any new financial and operational 

risks based on these risk mappings, as well as the information 

available or his exchanges with risk or insurance professionals, 

and with members of the Sustainable Development Committee. 

Risk mapping 

- Identification 

- Evaluation 

- Prioritization 

Operational feedback 

& updating 

- Mapping 

- Internal control system 

Internal 

control 

& governance 

system 

Internal control 

projects/action plans 

On major risks (rolling out 

the system) 

Audit of risk 

management systems 

Audit plan 

- Group 

- Divisions 

Internal control 

projects 

- Cross-business 

- Divisions 

85 


3.0 


Other 3 rd level control activities 

Within APRIL Assurances, Mutant Assurances and the Axeria 

Vie division, one dedicated person within each structure 

is responsible for internal control, contributing, through 

the 25 assignments carried out in 2007, to ensuring that 

the company’s operational procedures are compliant with 

internal or external standards. 

In all of the Group’s divisions, the 19 members of staff in 

charge of quality audits have also contributed, thanks to 

the seven assignments carried out in 2007, to these control 

activities in line with the Group’s internal control system. 

Internal audit plan 

The Group’s annual audit plan for N+1 is defined at the end 

of Year N by the Group Committee and validated by the 

Sustainable Development Committee. 

This plan is formally reviewed each half-year period. It may 

also be adapted according to the importance of new risk 

areas identified or any specific requests. 

More generally, all internal audit missions are carried out in 

line with the Group internal audit charter aiming to: 

1) Present and disseminate the objectives of internal audit 

missions within APRIL GROUP companies; 

2) Define the responsibilities of the various stakeholders in 

the APRIL GROUP internal audit process; 

3) Present the operating principles for internal audit and the 

practical conditions for its implementation within APRIL 

GROUP. 

Each internal audit assignment is covered by a mission 

statement signed by APRIL GROUP’s Chairman and Chief 

Executive Officer and a detailed work program. These 

documents are sent out to the manager of the company in 

question prior to the assignment. 

Types of internal audit missions 

We differentiate between the following types of mission: 

Cross-business missions and optimizations 

The aim is to conduct audits on specific cross-business 

issues for the various Group companies. These audits meet 

the objective for control activities present throughout 

the organization, at all levels and in all functions. 

These missions also make it possible to identify and 

distribute best management practices within the Group. 

Specific missions 

They are focused on potential or proven risks that have been 

identified and are specific to a given company or group of 

companies. Such audits may be carried out in conjunction 

with external auditors. 

These assignments may also make it possible to ensure 

compliance with the procedures, rules and standards of the 

Group and its companies. 

Integration follow-up missions 

They concern the companies that joined the Group over the 

previous year. These comprehensive audits make it possible 

to check and supplement the implementation of internal 

control procedures defined by the Group. Any specific 

points identified during audits carried out when these new 

companies were acquired or their first months of integration 

within the Group are also followed up on in connection with 

these missions, with further recommendations issued as 

relevant. 

Audit follow-up missions 

These represent essential audits in order to take stock of 

progress made with the internal control system and the 

effective application of previous recommendations. 

Mission deliverables and follow-up 

At the end of each mission, a review meeting is held with 

the manager of the company concerned. This meeting is 

also attended by APRIL GROUP’s Risk manager, the head of 

the division in question, the auditors as well as any other 

specialists whose expertise could help improve the level of 

internal control. 

At this point, the written report on the investigations and the 

synopsis of recommendations are submitted to the manager 

of the company in question. Recommendations are based on 

three levels: high risk, requiring immediate action, moderate 

risk, requiring an action over the medium term, low risk, when 

the timeframe for implementing corrective actions is left to 

the company’s discretion. 

This approach enables the units being audited to take the 

recommendations made on board. For each improvement 

action proposed, a deadline is set and a manager appointed. 

Follow-up missions are carried out to track the implementation 

of recommendations, checking progress made against the 

deadlines set during the review meeting. The head of the 

company concerned must ensure that the recommendations 

made in connection with internal audits are taken into 

consideration effectively, and reports on the improvements 

made at meetings of the Boards of Directors. 

86 


3.0 


2.2.4. Ongoing supervision of the internal control 

system 

The internal control system is monitored on an ongoing basis, 

with regular reviews of its operations by the various players 

described above (see Section 2.2.1 Internal control players). 

The aim is to check its relevance and suitability in relation to 

the company’s objectives. 

The Group’s internal audit manager also contributes to 

this monitoring effort, working on exchanges with risk 

management and internal audit professionals at local or 

national levels. 

He factors in feedback from the Statutory Auditors resulting 

from their interim reviews: in this way, the «Recommendation 

Letter» is formalized by the latter, consolidating all of the 

internal control points raised by the Statutory Auditors 

in connection with their work. Each point is covered by a 

management response and an action plan that is followed 

for each intervention. 

2.2.5. Distribution of relevant information in-house 

This component is essential in order to rally all of the Group’s 

companies around a common vision for internal control and 

the use of standard techniques and terms. 

an effective and consistent internal control culture, while 

promoting exchanges on best practices within the Group. The 

main issues looked at in 2007 included: 

Glossary of common terms for risk management and 

internal control; 

Validation of the integrated risk management process 

within the overall internal control system; 

Performance of risk mapping interviews; 

Project for an “internal control pack” to be offered for all 

Group companies. 

A dedicated risk section has been set up on the Group 

intranet to distribute fact sheets on various issues relating to 

the internal control system in its broadest sense. 

In addition, the risk manager and/or internal audit manager 

take part in the half-year meetings for all of the Group’s 

accounting and financial managers, chairing an internal 

control module. 

The following subjects were looked at in 2007: 

The integrated risk management process and risk 

mapping; 

The latest developments for accounting and financial 

internal control; 

The “internal control pack” project. 

fully overhauled in order to adapt the amount of cover to 

changes in the nature and volume of business for Group 

companies; 

Review of intellectual protection (brands and domain 

names), resulting in additional filings, notably outside of 

France; 

Review of the application of the French intermediation law 

on insurance; 

Ongoing analysis of IT risks based on the risk questionnaire 

developed in 2006. 

Furthermore, internal audits were carried out in nine Group 

companies over 2007, focusing on both general issues 

(review of management, accounting or financial processes) 

and company-specific subjects (e.g. review of Level 1, 2 

or 3 controls in place on compensation or underwriting 

processes, audit of the pre-closing process, etc.). 

These include two follow-up assignments for audits carried 

out over previous years. 

Lastly, two integration follow-up audits were carried out on 

companies that joined the Group in 2006. 

In April 2007, a Risk Management and Internal Control Circle 

was set up, grouping together the 15 members of staff 

focused exclusively or partially on the overall internal control 

approach. 

This Circle met four times in 2007. It is intended to distribute 

2.3. Missions conducted in 2007 

In 2007, various cross-business issues were reviewed, 

including: 

Analysis of Group insurance policies, with these policies 

87 


3.0 


2.4. Internal control structure relative to 

accounting procedures and financial information 

2.4.1. Production of consolidated financial statements 

and controls on subsidiary accounts 

The accounting and financial information to be provided 

to shareholders is drawn up by the APRIL GROUP’s Finance 

Division based on the elements provided by Group companies 

and drawn up under the responsibility of their managers. 

The economic data submitted to APRIL GROUP’s Finance 

Division by APRIL Group companies is drawn up under the 

control of the divisions’ financial managers. 

Each month, APRIL GROUP’s consolidation and reporting 

department carries out a critical analysis of the financial 

data and management indicators provided by each of the 

companies within the Group. 

Each month, the manager of each subsidiary sends the 

division concerned and the Group’s Finance Division an 

activity report enabling them to understand and validate the 

figures provided. 

The consolidation and reporting department consolidates the 

accounting data for all the companies included in the basis 

for consolidation each quarter. The information is sent to 

the parent company as consolidation packages drawn up in 

accordance with the accounting standards and instructions 

provided by the Group consolidation and reporting 

department. At this point, each consolidation package is 

reviewed and checked to ensure that the data is consistent 

with the management indicators by the APRIL GROUP 

consolidation and reporting department and the financial 

managers from the various divisions. Companies are provided 

with an annual consolidation and reporting schedule at the 

beginning of the year. At each close of accounts, written 

instructions are given indicating the schedule for tasks 

(notably the conditions for consolidating inter-company 

flows), the latest relevant accounting developments and the 

information control procedures that make it possible to draw 

up the APRIL Group’s consolidated financial statements. 

The scope of the Group is checked by the Finance Division 

and validated in conjunction with Group Legal Services. 

2.4.2. APRIL GROUP’s budgetary process 

APRIL GROUP’s budgetary process enables it to track the 

income of each subsidiary on a regular basis and react rapidly 

to any changes identified at the following stages: 

In October of Year N–1, Group companies draw up Budget 

n and N+1, under the responsibility of their managers 

and in line with the three-year medium-term plan. These 

budgets are drawn up under the control of the divisions’ 

financial managers; 

Critical review of budgets by the consolidation and reporting 

department: analysis and validation of assumptions, checks to 

ensure that figures provided are consistent with actual data; 

In February: review of assumptions used to draw up 

budgets in light of the definitive results and adjustments 

made to budgets where necessary; 

In June: revision of their Budget N by Group companies 

based on the revised assumptions drawn up by managers, 

critical analysis and validation of revisions by the 

consolidation and reporting department; 

In October of Year N, companies draw up a second revised 

version of their budget n, with the consolidation and 

reporting department conducting a critical analysis of and 

validating the revised budgets; 

At each stage, the budgets and their revised forecasts 

are consolidated at Group level by the consolidation and 

reporting department. 

The budgets drawn up by managers of companies making up 

the APRIL Group and their revised forecasts are presented 

and reviewed by each company’s Board of Directors or 

Supervisory Board. 

The consolidated Group budget and revised forecasts are 

ratified by the Group Committee before being reviewed by 

the Board of Directors. 

2.4.3. Accounting and financial procedures 

The Finance Division keeps a manual of accounting and 

financial procedures up-to-date. This manual is available 

online and updated on a regular basis in line with changes to 

accounting standards. It represents the basic tool for sharing 

Group accounting best practices and methods within Group 

companies. 

88 


3.0 


2.5. Outlook for 2008 

Risk management 

Two key risk management strategies were set out by the 

Group Committee in the 2008 audit plan: 

The first mappings carried out in 2007 will be updated by 

the members of the risk division for the business divisions 

and insurance companies. In addition, new members of the 

Group (creations or external growth) will also formalize 

their first risk mapping; 

To promote the distribution of a consistent and coherent 

internal control and risk management culture, an “internal 

control” pack will gradually be rolled out for all Group 

companies, grouping together the models and best 

practices in terms of internal control. 

Two follow-up assignments on audits conducted in previous 

years, selected in light of the key issues at stake. 

Lastly, audits may be conducted on any other topic or in any 

Group company if deemed necessary by the Group Committee 

or Sustainable Development Committee. 

The actions carried out in 2007 and the projects planned for 

2008 are in line with our ongoing commitment to improving 

the quality, consistency and effective management of our 

operational and support processes wherever necessary. 

They represent part of a general scalable internal control and 

governance system, attentive to regulatory requirements and 

changes, while maintaining a strong focus on the field and 

the markets served by the Group’s various companies. 

Audits 

In addition to the section presented above, focused 

specifically on risk management issues, the audit plan for 

2008 is built around four sections as usual: 

Four cross-business issues, with those selected for 2008 

ranging from follow-up on subjects audited in previous 

years (antidiscrimination, review of benefits, application 

of the French intermediation law) to new major strategic 

issues (business continuity plans, Tracfin compliance); 

Five specific issues, focusing on potential or proven risks 

and notably the organization and strengthening of internal 

control and governance structures and bodies on insurance 

companies and the review of reinsurance programs within 

the Group; 

Six integration follow-up audits for companies that joined 

the Group in 2007, with a more international dimension on 

these companies; 

Lyons, February 15 th , 2008 

Chairman of the Board of Directors 

89 


4.0 Statutory Auditors’ report 

Statutory Auditors’ report 

Statutory Auditors’ report on the report of the 

Chairman of the Board of Directors 

Statutory Auditors’ report, drawn up in accordance 

with Article L. 225-235 of the French Commercial 

Code on the report of the Chairman of APRIL GROUP’s 

Board of Directors relative to the internal control 

procedures applied for the production and processing 

of accounting and financial information. 


Dear 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 hereafter our report on the report drawn up by the 

Chairman of your company’s Board of Directors pursuant to 

the provisions of Article L. 225-37 of the French Commercial 

Code for the year ended December 31 st , 2007. 

The Chairman is responsible for drawing up a report on 

notably the conditions for preparing and organizing the work 

of the Board of Directors and the internal control procedures 

implemented within the company. 

Our responsibility is to give you our observations on the 

information contained in the Chairman of the Board of 

Directors’ report concerning the internal control procedures 

relative to the production and processing of accounting and 

financial information. 

We conducted our audit in accordance with the industry 

standards applicable in France. These standards require 

that we plan and perform the audit to obtain reasonable 

assurance that the information given in the Chairman of 

the Board of Directors’ report is free from any material 

misstatements with regard to the internal control procedures 

applied when drawing up and processing accounting and 

financial information. 

90 


4.0 

Statutory Auditors’ report 

This audit notably involved: 

Reviewing the internal control procedures relative to the 

drawing up and processing of accounting and financial 

information, as reflected in the information presented in 

the Chairman’s report, as well as existing documentation; 

Reviewing evidence supporting this information, as well as 

existing documentation; 

Determining whether any major shortcomings on internal 

control for the drawing up and processing of accounting 

and financial information that we have identified in 

connection with our audit are presented in an appropriate 

way in the Chairman’s report. 

On the basis of our work, we have no matters to report 

concerning the information given on the company’s internal 

control procedures relative to the production and processing 

of the accounting and financial information contained 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. 

Villeurbanne, March 3 rd ,2008 

The Statutory Auditors 

Mazars 

Deloitte & Associés 

Max Dumoulin 

Olivier Rosier 

Jean-Claude Lemaire 

91 


03 

P. 

financial statements 


Consolidated 

93 1. APRIL GROUP consolidated financial statements at December 31 st , 2007 

P. 98 2. Notes to the consolidated financial statements at December 31 st , 2007 

P. 148 3. Statutory Auditors’ report on the consolidated financial statements 

03 Consolidated 


1.0 

APRIL GROUP consolidated financial statements at December 31 st , 2007 

Consolidated income statement 

EARNINGS – DECEMBER 31 ST (in thousand euros) Notes Dec, 31 st 2007 Dec, 31 st 2006 

Revenues 4.1 604,183 520,400 

Other operating income 5.1 14,304 8,405 

Financial income net of charges and excluding cost of debt 5.2 19,395 14,668 

TOTAL INCOME FROM ORDINARY ACTIVITIES 637,882 543,473 

Insurance underwriting expenses 5.3 -159,016 -145,838 

Income or expenses net of reinsurance cessions 5.4 -23,916 -1,341 

Other purchases and external expenses 5.5 -194,682 -168,428 

Tax -15,069 -13,004 

Personnel costs 5.6 -122,344 -101,263 

Depreciation allowance -7,431 -5,817 

Provisions -7,278 -7,246 

Other operating income and expenses -3,705 -3,624 

EBIT 104,441 96,913 

Change in goodwill 5.7 26 -52 

Other operating income and expenses 5.8 178 -67 

OPERATING INCOME 104 645 96,794 

Financial expenses -140 -77 

Share in affiliated companies 0 0 

Tax charge 5.9 -31,966 -31,208 

CONSOLIDATED NET INCOME 72,539 65,509 

Minority interests 428 434 

NET INCOME (GROUP SHARE) 72,111 65,075 

EARNINGS PER SHARE 13 1.77 1.60 

DILUTED EARNINGS PER SHARE 13 1.75 1.58 

The notes on Pages 98 to 147 represent an integral part of the consolidated financial statements. 

93 


1.0 


Consolidated balance sheet: assets 

ASSETS AT DECEMBER 31 ST (in thousand euros) Notes Dec, 31 st 2007 Dec, 31 st 2006 

Gross assets Depreciation and provisions Net assets Net assets 

Goodwill 6.1 144,347 10,549 133,798 72,910 

Other intangible fixed assets 6.2 44,190 29,852 14,338 7,272 

TOTAL INTANGIBLE ASSETS 188,537 40,401 148,136 80,182 

TANGIBLE FIXED ASSETS 6.3 33,093 16,927 16,166 13,622 

Investment properties 225 13 212 108 

Financial investments for insurance activities 6.4 312,584 2,387 310,197 266,907 

TRANSFEREE AND RETROCESSION SHARE IN UNDERWRITING PROVISIONS 

AND FINANCIAL LIABILITIES 

6.9 80,130 80,130 80,510 

Deferred tax assets 6.5 6,314 6,314 4,819 

Other assets 6.6 5,486 75 5,411 2,654 

OTHER ASSETS 11,800 75 11,725 7,473 

Receivables from insurance operations or reinsurance accepted 6.6 21,630 21,630 3,351 

Receivables from cession operations on reinsurance 6.6 22,159 22,159 7,962 

Trade receivables 6.6 109,562 5,126 104,436 61,258 

Tax receivables due 6.6 3,084 3,084 312 

Other Receivables 6.6 38,651 1,097 37,554 28,237 

RECEIVABLES 195,086 6,223 188,863 101,120 

Cash and cash equivalents 6.6/7.4 177,718 177,718 167,810 

TOTAL ASSETS 999,173 66,026 933,147 717,732 


94 


1.0 


Consolidated balance sheet: liabilities 

LIABILITIES AT DECEMBER 31 ST (in thousand euros) Notes Dec, 31 st 2007 Dec, 31 st 2006 

Share capital 16,325 16,293 

Issue premiums 11,392 10,021 

Consolidated reserves 195,609 150,722 

Earnings for the period 72,111 65,074 

Foreign currency adjustments -1,045 -37 

GROUP SHAREHOLDERS’ EQUITY 294,392 242,073 

Minority interests -578 1,348 

TOTAL SHAREHOLDERS’ EQUITY 293,814 243,421 

Underwriting provisions for insurance policies 6.9 254,289 214,264 

Technical liabilities on investment policies 6.10 8,322 

Provisions for contingencies and losses 6.11 14,276 15,447 

Deferred tax liabilities 6.5 2,755 4,680 

Financial debt 6.12 30,305 8,023 

Current bank borrowings 6.13/7.4 10,326 6,584 

Liabilities from insurance operations or reinsurance accepted 6.13 6,919 5,191 

Liabilities from reinsurance operations ceded 6.13 37,449 29,752 

Operating liabilities 6.13 194,912 131,275 

Tax liabilities due 6.13 1,929 4,540 

Other liabilities 6.13 77,851 54,555 

TOTAL LIABILITIES 933,147 717,732 


95 


1.0 


Consolidated cash-flow statement 

CASH-FLOW STATEMENT (in thousand euros) Notes Dec, 31 st 2007 Dec, 31 st 2006 

CONSOLIDATED NET INCOME 72,111 65,508 

Elimination of net expenses without any impact on cash-flow 7.1 41,998 20,835 

Income from equity affiliates 

Income from disposals and other income 62 175 

Cash-flow 7.2 114,171 86,518 

Change in assets and liabilities 7.3 7,376 4,394 

NET CASH-FLOW LINKED TO ACTIVITIES 121,547 90,912 

Net investments in tangible and intangible fixed assets -17,863 -7,228 

Net insurance activity investments -54,174 -36,815 

Net cash-flow on acquisitions of consolidated companies -28,546 -8,283 

NET CASH-FLOW LINKED TO INVESTMENTS -100,584 -52,326 

Capital increase linked to the exercising of stock options 1,403 2,954 

Capital increase linked to minority interest in consolidated companies 1,263 

Acquisition and disposal of treasury stock 416 -6,608 

Dividends paid 

- to APRIL GROUP shareholders -16,227 -13,391 

- to minority interests in consolidated companies -558 -189 

Net change in borrowings -515 -83 

NET CASH FLOW FROM FINANCING OPERATIONS -14,218 -17,318 

Impact of conversions -578 184 

CHANGE IN CASH 7.4 6,167 21,452 


96 


1.0 


Change in shareholders’ equity 

CHANGE IN SHAREHOLDERS’ EQu ITY (in thousand euros) 

Share 

capital 

Reserves linked 

to capital 

Treasury 

stocks 

Consolidated 

earnings and reserves 

Earnings booked 

directly against 

shareholders’ equity 

Total Group 

share 

Minority 

interests 

SHAREHOLDERS’ EQUITY Jan 1 st , 2006 16,237 10,978 - 159,013 9,515 195,743 1,334 197,077 

Capital operations 56 2,696 2,752 2,752 

Share-based payments 154 154 154 

Treasury stock operations -6,608 -6,608 -6,608 

Dividends -13,391 -13,391 -189 -13,580 

Net income for 2006 65,074 65,074 434 65,509 

Tangible and intangible fixed assets: revaluations and disposals (1) 

Financial instruments: fair value changes and transfers 

over to earnings (2) 

Foreign currency adjustments: changes and transfers over to 

earnings (3) 

Total 

-280 -280 -280 

280 280 280 

Earnings booked directly against shareholders’ equity (1) + (2) + (3) 280 -280 0 0 

Change of accounting method -1,535 -1,535 -1,535 

Change in scope -116 -116 -231 -356 

SHAREHOLDERS’ EQUITY Jan 1 st 2007 16,293 13,674 -6,608 209,478 9 236 242,073 1,348 243,421 

Capital operations 32 1,371 1,403 1,403 

Share-based payments 528 528 528 

Treasury stock operations 416 416 416 

Dividends -16,227 -16,227 -558 -16,785 

Net income for 2007 72,111 72,111 428 72,539 

Tangible and intangible fixed assets: revaluations and disposals (1) 

Financial instruments: fair value changes and transfers 

over to earnings (2) 

-4,548 -4,548 -4,548 

Foreign currency adjustments: changes and transfers over to 

earnings (3) 

-1,032 -1,032 -1,032 

Earnings booked directly against shareholders’ equity (1) + (2) + (3) -1,032 -4,548 -5,580 -5,580 

Change in scope -332 -332 -1,796 -2,128 

SHAREHOLDERS’ EQUITY Dec 31 st 2007 16,325 15,045 -6,192 264,526 4,688 294,392 -578 293,814 

97 


2.0 Notes to the consolidated financial statements at December 31 st 2007 

Notes to the consolidated financial statements at December 31 st 


Note 1 - Accounting principles and methods..........................p.98 

Note 2 - Significant events over the period..........................p.106 

Note 3 - Basis for consolidation.................................................p.108 

Note 4 - Sector information..........................................................p.117 

Note 5 - Notes to the income statement..............................p.122 

Note 6 - Notes to the balance sheet........................................p.127 

Note 7 - Notes to the cash-flow statement.........................p.137 

Note 8 - Transactions with related parties...........................p.137 

Note 9 - Financial and insurance risk management........p.138 

Note 10 - Share-based payments..............................................p.146 

Note 1. Accounting principles and methods 

1.1. General accounting principles 

1.1.1. General framework 

Pursuant to European regulation 1606/2002 of July 19 th , 

2002, APRIL GROUP’s consolidated financial statements 

have been drawn up in accordance with IFRS as adopted 

within the European Union. The IFRS framework includes 

the International Financial Reporting Standards (IFRS), 

International Accounting Standards (IAS), and their 

interpretations by the International Financial Reporting 

Interpretations Committee (IFRIC). 

Note 11 - Investments.....................................................................p.146 

Note 12 - Off-balance sheet commitments..........................p.147 

Note 13 - Net income and dividends........................................p.147 

Note 14 - Post-balance sheet events......................................p.147 

The accounting rules and valuation principles retained for 

drawing up the consolidated financial statements at December 

31 st , 2007 are those contained in the IFRS standards and 

interpretations published in the European Union’s official 

gazette on December 31 st , 2007, the application of which is 

compulsory as of this date. Any standards or interpretations 

adopted by the IASB or IFRIC but not yet made compulsory by 

the European Union at December 31 st , 2007 have not been 

applied. The financial statements have been drawn up based 

on the principle of historical costs and amortized costs, with 

the exception of certain financial assets, valued on a fair 

value basis. 

98 


2.0 

Notes to the consolidated financial statements at December 31 st 2007 

1.1.2. Change of accounting method 

There are no changes in accounting methods to report for 

2007. 

1.1.3. New IFRS 

APRIL GROUP has applied IFRS 7 “Financial instruments: 

information to be provided” and the amendment to IAS 1 

“Presentation of the financial statements – information to 

be provided concerning the capital” ahead of schedule, as 

adopted under European Community Commission Regulation 

108/2006 of January 11 th , 2006, and made compulsory for 

financial years starting after January 1st, 2007. 

It has also taken into account IFRIC 8 “Scope of IFRS 2” 

(Regulation 1329/2006 of September 8 th , 2006) and IFRIC 

10 “Interim Financial Reporting and Impairment” (Regulation 

610/2007 of June 1 st , 2007), applicable for drawing up APRIL 

GROUP’s financial statements. 

control with a limited number of other shareholders are 

proportionately consolidated. 

Companies over which APRIL GROUP exercises a significant 

influence are consolidated on an equity basis. 

Certain equity interests meeting the abovementioned 

criteria are not consolidated on account of their small size. 

The securities of such companies are recorded under equity 

securities. The consolidation of all of these companies would 

not have a significant impact on the consolidated financial 

statements. The individual accounts incorporated into the 

consolidated financial statements are drawn up as on the 

closing date for the consolidated financial statements. 

Inter-company transactions, inter-company accounts on 

the balance sheet and internal profits and distributions of 

earnings have been eliminated. 

1.3. Conversion of the financial statements and 

transactions in other currencies 

carried out by Group companies in any currency other than 

that in which they are presented are initially booked by 

applying the day’s exchange rate between the presentation 

currency and the foreign currency on the transaction date to 

the foreign currency amount. 

Conversion differences resulting from the payment of 

monetary elements or the conversion of monetary elements 

at different rates than those used when initially recorded in 

the accounts are booked on the income statement. 

1.4. Use of estimates 

Drawing up financial statements in accordance with the 

conceptual IFRS framework may require the use of estimates 

and assumptions in order to determine certain amounts 

included in these statements. 

1.5. Specific presentation provisions 

1.1.4. Early aplication for 2007 

APRIL GROUP has applied IFRIC 11 “Group and Treasury 

Share Transactions” ahead of schedule, as adopted under 

European Community Commission Regulation 611/2007 of 

June 1 st , 2007. 

1.2. Consolidation principles and methods 

The financial statements of companies over which APRIL 

GROUP directly or indirectly exercises exclusive control are 

fully consolidated. The financial statements of companies 

over which APRIL GROUP directly or indirectly exercises joint 

The financial statements of foreign companies are drawn up 

in the local currency, which corresponds to the operating 

currency for all Group companies. 

The assets and liabilities of Group companies expressed in 

foreign currencies are converted into euros at the exchange 

rate in force at year-end. 

Income statement items are converted based on the average 

exchange rate for the period. 

Exchange differences resulting from the conversion of foreign 

subsidiary financial statements are booked directly to foreign 

currency adjustments under consolidated shareholders’ 

equity. 

Transactions concerning monetary or non-monetary elements 

The presentation of the consolidated financial statements 

adopted by the Group represents a general presentation 

incorporating certain aggregates specific to the insurance 

business in order to factor in the specific features of the 

APRIL GROUP. 

Indeed, APRIL is an insurance brokerage group that also 

includes insurance companies. 

1.5.1. Presentation of the balance sheet 

The balance sheet is presented in increasing order of liquidity, 

incorporating the specific aggregates for insurance companies: 

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Financial investments for insurance activities, which are 

valued in accordance with IAS 32 and 39, 

Trade receivables, which are broken down into receivables 

from insurance operations and reinsurance accepted and 

receivables from cession operations on reinsurance, 

Operating liabilities, which are also broken down, with 

liabilities from insurance operations and reinsurance 

accepted and liabilities from cession operations on 

reinsurance, 

Underwriting provisions, which are booked gross under 

liabilities, with the reinsured portion under assets: transferee 

and retrocession share in underwriting provisions 

and financial liabilities. 

Financial liabilities are broken down in order to differentiate 

between technical liabilities on investment policies and 

financial debt. 

1.5.2. Presentation of the income statement 

The income statement is presented with a breakdown 

for each type of entry, in line with CNC recommendation 

2004-R.02 dated October 27 th , 2004 and factoring in the 

specific aggregates for insurance companies: 

Inderwriting expenses for insurance policies (cf. note 1.8); 

The result for reinsurance “net income or expenses for 

reinsurance cessions” (cf. note 1.9). 

The figure for financial income net of charges and excluding 

cost of debt corresponds to revenues and earnings from the 

disposal of insurance company investments and operating 

cash-flow from the brokerage activities. 

It also includes the change in the fair value of financial 

instruments recorded at their fair value and earnings. Since 

it is directly linked to the APRIL GROUP’s financial model 

and activities, both for the insurance business and for 

brokerage activities, which generate a cash surplus, they are 

incorporated into «income from ordinary activities”. 

1.6. Revenues 

Revenues comprise: 

Acquisition commissions in payment of business 

contributions, 

Management commissions in payment of administrative 

functions, 

Development commissions based on underwriting portfolio 

results, 

Insurance premiums gross of reinsurance, 

Acceptance premiums, 

Services provided. 

The principles for recording and recognizing revenues 

are as follows: 

For acquisition and management commissions: revenues 

comprise the share in commissions relating to premiums 

acquired over the period. 

For development commissions: they are recorded in the 

year of acquisition insofar as they can be reliably valued. 

Otherwise, they are recorded upon collection. 

For insurance premiums: revenues comprise premiums issued 

and to be issued, acquired as on the date for the close of 

accounts, net of cancellations and gross of reinsurance. 

Premiums linked to investment policies without any 

discretionary profit-sharing are not recognized under 

revenues. 

For services provided: revenues are taken into account as 

of the service performance start date. Income is taken into 

account as and when services are delivered. 

At year-end, the commissions corresponding to the nonexecuted 

fraction of policies represent pre-booked income.. 

1.7. Financial income net of charges and excluding cost 

of debt 

Financial income net of charges groups together all financial 

income and expenses excluding the cost of debt: 

Financial income from insurance company investments, 

Revenues from cash and cash equivalent investments, 

Financial expenses linked to such investments (including 

external management costs), 

Changes in the fair value of investments against earnings, 

Capital gains and losses on disposals net of provisions and 

write-backs for depreciation. 

The cost of debt primarily corresponds to financial expenses 

incurred on funds borrowed. 

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1.8. Underwriting expenses on insurance policies 

1.11. Goodwill 

1.12. Other intangible fixed assets 

Underwriting expenses on insurance policies correspond to 

commissions paid to business-getters, claims paid out to 

policyholders, related costs and changes in underwriting 

provisions gross of reinsurance (including changes for the 

fair valuation of technical liabilities for investment policies). 

Costs per destination for insurance companies are broken 

down by category on the income statement in line with the 

format retained by the APRIL GROUP. 

1.9. Income or expenses net of reinsurance cessions 

Income or expenses net of reinsurance cessions correspond 

to the net balance of: 

Premiums ceded, representing expenses, 

Claims ceded, representing income, 

Reinsurance commissions, representing income, 

Change in provisions ceded, representing income (net 

write-back) or expenses (net charge). 

1.10. Other operating income and expenses 

Other operating income and expenses comprise income and 

expenses as defined by CNC recommendation 2004 R02: 

Capital gains and losses on the disposal of non-current 

tangible and intangible assets, 

Depreciation of non-current tangible and intangible assets, 

except for depreciation relative to goodwill, 

Restructuring expenses, 

Provisions relative to a major dispute. 

Goodwill represents the difference between the acquisition 

cost, plus related costs, of the securities of consolidated 

companies and the Group share in the fair value of assets, 

liabilities and contingent liabilities that may be identified 

as acquired on the date on which the equity interest is 

acquired. 

Goodwill is recorded as an intangible fixed asset. In accordance 

with IAS 36, it is subject to value tests as soon 

as any signs of an impairment in value come to light and at 

least once a year, based on the discounted cash-flow (DCF) 

method. 

For these tests, goodwill is broken down for each cash- flow 

generating unit, which correspond to consistent groups 

relative to the generation of cash-flow. In light of the 

organization in place within the Group, cash-flow generating 

units correspond either to subsidiaries or to groups of 

subsidiaries with common characteristics. 

The conditions for impairment tests on cash-flow generating 

units are detailed in Section 1.16.2. 

Negative goodwill is booked directly into earnings. 

In the event of an impairment in the going value, a 

depreciation charge is recorded in the consolidated financial 

statements under “change in value of goodwill”. 

The depreciation recorded is non-reversible and may 

not be written back if the going value for the goodwill 

in question climbs back above its book value again. 

Other intangible fixed assets include intangible fixed 

assets acquired separately such as software solutions or 

policyholder portfolios. 

Intangible fixed assets resulting from acquisitions are 

recorded separately from goodwill when they can be 

identified, controlled by the company and are likely to 

generate 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 in performance, 

are recorded as assets provided that they will generate future 

economic benefits and that they are clearly identified. 

Other software development costs are immediately booked 

as expenses. 

Intangible fixed assets are broken down into two categories, 

with assets with a definite lifespan and assets with an 

indefinite lifespan: 

Fixed assets with a definite lifespan are amortized over 

their useful life, as defined below, 

Fixed assets with an indefinite lifespan are not amortized. 

Nevertheless, irrespective of their lifespan, fixed assets are 

subject to an annual impairment test. 

The amortization of intangible fixed assets with a definite 

lifespan is calculated based on the acquisition or production 

cost in line with the linear method and the asset’s useful life. 

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The latter is revised each year: 

Policyholder portfolios are amortized in proportion to their 

renewal rate, over a maximum period of 10 years. 

Software products are amortized over a period ranging from 

one to three years, depending on their planned useful life. 

1.13. Tangible fixed assets (excluding investment 

properties) 

In accordance with IAS 16, the gross value of tangible fixed 

assets corresponds to their acquisition or creation cost. 

Tangible fixed assets are valued on a historical cost basis and 

are not subject to any revaluations. 

Fixed assets are primarily self-financed and there are no 

assets that require a lengthy period of preparation in order 

to be able to be used or sold. As such, no borrowing costs are 

incorporated into the cost of assets. 

Maintenance and repair costs are booked directly under 

expenses for the year, with the exception of those making it 

possible to raise performance levels for the asset in question 

or increase its useful life. 

Amortization charges are calculated in line with the linear 

method based on the acquisition or production cost, after 

deducting, as relevant, the residual value. The depreciation 

period is based on the estimated useful life: 

Buildings are amortized over up to 50 years, 

General fixtures and fittings are amortized over up to eight 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. 

1.14. Investment properties 

In accordance with IAS 40, the Group has chosen to value 

investment properties based on the amortized cost method, 

i.e. based on the historical cost less cumulative deprecation 

charges. 

1.15. Fixed assets under finance-leases 

In accordance with IAS 17 “Leases”, fixed assets held under 

finance-leases are recorded under assets at the lower of their 

discounted value of future payments or their fair value. The 

corresponding debt is recorded as a liability under borrowings 

and financial debt. 

They are amortized in line with their estimated useful life as 

defined above. 

1.16. Impairment in value of assets 

Assets with an indefinite useful life are not amortized, but 

are subject to an annual impairment test. Assets that are 

amortized are subject to an impairment test when, due to 

specific circumstances of events, the collectability of their 

book values is called into question. 

1.16.1. Intangible fixed assets with a definite lifespan 

and tangible fixed assets: 

If there are any such signs, the recoverable value of fixed assets 

is estimated and an impairment in value is recorded when the 

book value of an asset is higher than its recoverable value. 

The recoverable value of an asset represents the higher of 

the asset’s net sales price or its going value, determined by 

estimating the future financial flows to be generated by the 

asset. 

1.16.2. Intangible fixed assets with an indefinite 

lifespan and goodwill: 

For this test, fixed assets are grouped together into cashflow 

generating units, which are defined as a consistent 

group of assets generating different cash inflows and 

outflows from other sets of assets. 

In light of the organization in place within the Group, cashflow 

generating units correspond either to subsidiaries or to 

groups of subsidiaries with common characteristics. 

The going value of assets is determined by discounting net 

future cash-flows (discounted cash-flow method). 

The financial flows based on activity forecasts for the 

next four years are discounted in line with the following 

assumptions: 

A risk-free rate of 4%, determined in relation to the rate 

for French government bonds, 

A risk rate of 4.07%, defined in relation to the risk premium 

demanded by investors on the small and midcap market, 

A sensitivity coefficient for the risk rate of between 1 and 

4, determined according to the activity of each subsidiary, 

its maturity, the existence or not of a portfolio of recurring 

activities and the breakdown of clients in this portfolio, 

A conservative infinite growth rate between 0% and 

2%, determined according to activity forecasts for the 

subsidiary. 

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An impairment in value is recorded when the net book value 

of intangible fixed assets and goodwill is higher than their 

going value, as determined in this way. 

The depreciation recorded for goodwill is non-reversible and 

may not be written back if the going value for the goodwill in 

question climbs back above its book value. 

1.17. Financial investments 

Financial investments primarily comprise the investments of 

insurance companies included in the basis for consolidation, 

notably: 

Shares, bonds, equity UCITS or bond UCITS included under 

the category of “assets available for sale”. These financial 

investments are valued on a fair value basis, with any 

unrealized gains or losses booked against shareholders’ 

equity until their disposal. When sold off, any value 

adjustments are recorded on the income statement, 

Cash-based UCITS included under the category for 

“securities held for transaction purposes”. These assets are 

valued on a fair value basis, with any unrealized or realized 

gains or losses booked on the income statement. 

Stakes in cash-based UCITS recorded under investments for 

insurance activities may not exceed 20%, in accordance with 

the management constraints put in place by the Group. 

No financial assets are included in the category for 

investments held through to maturity (HTM). 

The fair value corresponds to the market value of financial 

instruments at year-end. 

The vast majority of financial instruments in the portfolio are 

listed on an official, regulated or assimilated market. In such 

case, the fair value corresponds to the last known stock price 

at year-end or the last net asset value published for UCITS. 

In certain rare specific cases or if instruments are not listed, 

the fair value may correspond to a valuation by the issuer or 

contributors. 

Recording in the accounts 

The Group records financial assets in its accounts as soon as 

it becomes a party to the contract in question. The recording 

date corresponds to the date on which transactions are 

undertaken. The acquisition costs for financial investments 

are directly recorded as expenses over the year since they 

do not represent a significant value, either individually or 

combined. 

Depreciation 

Financial assets other than those recorded at fair value 

through profit and loss are subject to an impairment test at 

each close of accounts. 

Assets held for sale are depreciated in the event of any 

objective signs of a significant and lasting impairment in 

value. 

An impairment is recorded for securities with capital losses 

for over six months or with capital losses representing over 

20% at the close of accounts for shares and UCITS that are 

not consolidated, booked as “assets held for sale”. 

For debt instruments that are recorded as “assets held for 

sale”, APRIL GROUP analyzes the following criteria in order to 

identify any objective signs of impairment in value: 

Issuers’ financial difficulties or probability of bankruptcy; 

Payment defaults on interest or the principal. 

The amount of this depreciation charge is equal to the 

difference between the book value and the estimated 

recoverable value. When this concerns unlisted securities, 

in the absence of any market value, the amount of the 

depreciation charge is determined in relation to the 

security’s value in use. This value in use is determined based 

on financial criteria that are adapted to the situation of the 

security concerned. 

Depreciation charges are recorded on the income statement. 

For debt instruments: if the instrument’s fair value increases 

subsequently as a result of events occurring after the 

impairment, the write-back is booked against earnings. For 

equity instruments: any impairments in value recorded on 

such instruments are only written back against earnings 

when the instrument in question is removed. 

1.18. Financial futures and hedging operations 

No financial futures or hedging operations are used. 

1.19. Receivables from insurance operations or 

reinsurance accepted 

Receivables from insurance operations comprise premiums 

acquired but not issued as well as premiums issued but not 

collected, after deducting any premium cancellations. 

The amount of premiums acquired but not issued is calculated 

at each close of accounts in order to associate the premiums 

acquired over the period in question. 

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1.20. Receivables from cession operations on 

reinsurance 

Receivables from cession operations on reinsurance 

represent the sums to be collected from reinsurers: claims 

pending compensation and commissions to be received. 

1.21. Cash and cash equivalents 

Cash and cash equivalents comprise liquid assets and units 

in cash-based UCITS other than those held by insurance 

companies recorded under financial investments (cf. Note 

1.17). 

They represent very short-term, liquid investments that may 

be converted at any time into a known cash amount and 

subject to a low risk of changes in value. 

Cash investments are valued on a fair value basis, with any 

unrealized or realized gains or losses booked on the income 

statement under “financial income net of charges and 

excluding cost of debt”. 

The fair value is determined in relation to the market price as 

on the closing date for the period. 

1.22. Trade receivables 

Trade receivables group together premium requests pending 

payment issued by APRIL GROUP brokerage companies as 

well as receivables relating to services provided. 

Premiums requested are only recorded in the accounts as on 

the date that the cover effectively takes effect, and not on 

the date on which premium requests are sent out when this 

is earlier. 

A provision for depreciation may be recorded for trade 

receivables relative to the share of commissions on the 

premiums for clients whose policies have been cancelled for 

non-payment of premiums. 

This share is calculated based on the historical results 

for disputed collection operations on such cancelled 

policyholders. 

1.23. Underwriting provisions for insurance policies 

Underwriting provisions linked to insurance companies are 

recorded gross of reinsurance operations as liabilities on 

the balance sheet, with the reinsurance section booked 

as an asset under “transferee and retrocession share in 

underwriting provisions”. Such underwriting provisions 

are determined based on statistical and actuarial data in 

accordance with the French Insurance Code (Code des 

Assurances), notably the laws governing disability and 

invalidity appended to this code. 

1.24. Liability adequacy tests for Group insurance 

companies 

At the time of each close of accounts, liability adequacy tests 

are carried out for each consolidated company in order to 

ensure the adequacy of insurance liabilities. To conduct these 

tests, the companies consolidate policies based on common 

criteria, factoring in how they have been acquired, how they 

are managed and how their profitability is measured. 

Any inadequate provisions are recorded against earnings. In 

the specific case of non-life insurance policies, a provision for 

current contingencies is booked for policies whose premiums 

are estimated to fall short of the level required to cover 

future management costs and claims. 

1.25. Provisions for contingencies and losses 

In accordance with IAS 37 “Provisions, contingent liabilities 

and contingent assets”, a provision is recorded when the 

Group has a legal or implied obligation resulting from past 

events that will generate an outflow of resources without at 

least an equivalent counterparty, provided that future cash 

outflows may be estimated on a reliable basis. 

This item comprises commitments with uncertain maturities 

or amounts stemming from commercial and tribunal disputes 

or other risks. 

In general, each known dispute in which the company is 

involved has been reviewed by management as on the 

date for the close of accounts, further to advice from 

external advisors as relevant, with the provisions deemed 

necessary recorded in order to cover the estimated risks. 

1.26. Staff benefits 

Short-term benefits due within 12 months of the end of 

the financial year are recorded for the period during which 

the services were provided by members of staff and for the 

amount that the company expects to pay. 

Provisions are recorded for these amounts on a nondiscounted 

basis. 

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The Group’s commitments, resulting from the defined benefit 

systems, are determined in accordance with the projected 

credit unit method as per IAS 19. These commitments 

primarily concern retirement benefits. 

Since these systems are non-financed, commitments relating 

to retirement benefits valued based on the likely fair value 

of the rights acquired, taking into consideration the legal 

provisions and national wage bargaining agreements in force, 

based on actuarial hypotheses primarily factoring in wage 

rises through to retirement age, staff turnover and mortality 

tables. The commitments calculated in this way are booked 

as provisions for contingencies and losses. 

Actuarial differences primarily reflect changes in the assumptions 

used. Such differences are recorded immediately 

on the income statement. 

The cost of past services is recorded directly against earnings 

as soon as entitlements to benefits are acquired. 

1.27. Financial liabilities 

Financial liabilities correspond to the following elements: 

Either a contractual obligation to provide another company 

with cash or another financial asset, 

Or a contract that will or may result in treasury stock being 

awarded. 

Or investment contracts without any discretionary profitsharing. 

The Group records financial liabilities when it becomes a 

party to the contract in question, i.e. on the date on which 

operations are committed to. 

The Group’s financial liabilities are recorded on a cost basis, 

with the exception of commitments to buy out minority 

interests (cf. Note 1.28) and investment contracts without 

any discretionary profit-sharing, since the impact of using 

the amortized cost method is not significant. 

Investment contracts without any discretionary profit-sharing 

are marked to market. Their fair valuation is booked directly 

against earnings. 

1.28. Commitments to buy out minority interests 

When taking control of companies included in the basis 

for consolidation at December 31 st , 2007, APRIL GROUP 

or its consolidated subsidiaries have in certain cases made 

commitments to purchase interests in the capital held by such 

companies’ minority shareholders. In accordance with IAS 32, 

purchase commitments given relative to fully consolidated 

subsidiaries are recorded under «financial liabilities». The 

counterparty of such financial liabilities is not specified under 

IFRS. This point has been referred to the IFRIC. Pending the 

IFRIC’s response, APRIL GROUP has opted to record the 

difference between the fair value of financial liabilities and 

the amount of minority interests cancelled in shareholders’ 

equity under goodwill. 

Under IAS 39, financial liabilities are valued on a fair value 

basis. The formulae for valuing clauses to buy out stakes held 

by minority shareholders in consolidated subsidiaries are 

based on these companies’ economic performances as on 

the date on which the option is exercised. 

Such formulae are generally based on profitability and 

development criteria. 

These options may generally be exercised after several years 

and within a timeframe set upon acquisition. 

Since it may not be possible to determine the fair value of 

such financial liabilities in the absence of sufficiently reliable 

forecasts or active markets, the following method is applied: 

A three-year period following the close of accounts or the 

interim situation is determined in order to have quantified 

forecasts that may be considered sufficiently reliable, 

Commitments taking effect during this period are valued 

and recorded by APRIL GROUP, 

Commitments taking effect after this period may not 

be valued on a reliable basis and are not recorded. Such 

commitments are presented in Note 12 Off-balance sheet 

commitments. 

As such, the commitments to enter into effect in 2008, 2009 

and 2010 are recorded as at December 31 st , 2007. 

Changes in the fair value of buyout commitments are 

recorded at close of accounts for the following periods 

against goodwill. 

The treatment retained may be modified in light of changes 

in IFRS and their interpretations. 

1.29. Tax 

In accordance with IAS 12 “Income taxes”, deferred taxes are 

recorded as soon as any timing differences appear between 

the book and tax values of assets and liabilities, as well as on 

recoverable tax losses. 

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In line with the variable deferral method, the impacts of any 

changes in the tax rate on deferred tax recorded previously 

are booked on the income statement during the year in which 

such rate changes take effect. 

Deferred taxes are determined based on the tax rates that 

have been adopted or virtually adopted at the close of 

accounts and which are expected to be applied when the 

deferred tax asset concerned will be realized or the deferred 

tax liability paid. 

Deferred tax assets are recognized only if they are likely to 

be recovered. 

1.30. Share-based payments 

The Group’s employees and managers may be granted 

warrants or stock options. 

Only plans granted as of November 7 th , 2002 and under 

which rights were not acquired as at January 1 st , 2005 are 

concerned by the application of IFRS 2. Any prior plans are 

not valued and are not recorded in the accounts. 

method for market 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 basis between 

the date on which the option was granted and its maturity 

date, i.e. over the period during which rights are acquired, 

factoring in the likelihood of the beneficiary’s presence on 

the right acquisition date. 

The benefits calculated in this way are recorded under 

personnel costs on the income statement, booked against 

shareholders’ equity under liabilities in the consolidated 

financial statements. 

There are no other means of share-based payments within 

the Group. 

1.32. Post-balance sheet events 

The value of assets and liabilities on the balance sheet date 

is adjusted when any events occurring after the close of 

accounts significantly alter the amounts recorded as on the 

closing date. Such adjustments may be made up until the 

date on which the financial statements are approved by the 

Directors’ Board. 

Any other events that do not have any impact on the 

accounts are presented in the notes. 

Note 2. Significant events over the period 

2.1. Acquisitions of companies and additional equity 

interests: 

AMT 

On January 5 th , 2007, APRIL GROUP acquired a 75% stake in 

AMT, a wholesale broker specialized in designing, managing 

and distributing motorcycle insurance policies. AMT has been 

consolidated as of January 1 st , 2007. 

Under IFRS 2, an expense must be recorded corresponding 

to the cost of services received by the company in return 

for the options granted. The amount of this expense is 

determined in relation to the value of the option on the date 

it was granted (this expense is not re-evaluated during the 

option’s life). The allocation date corresponds to the date on 

which options are granted. 

For each plan, the value of the option has been determined 

based on the Black and Scholes model, the benchmark 

1.31. Treasury stock 

The only shares held as treasury stock are based on the 

liquidity agreement. 

Treasury stock held by the Group are recorded at their 

acquisition cost against shareholders’ equity. 

Capital gains or losses on disposals of treasury stock are 

booked directly against shareholders’ equity such that the 

contingent gains or losses do not affect earnings for the 

period. 

Febs 

On February 19 th , 2007, APRIL GROUP bought out a 10% 

stake held by minority shareholders in Febs, taking its 


APRIL Germany 

On May 16 th , 2007, APRIL GROUP bought out the 20% stake 

held by minority shareholders in APRIL Germany, taking its 


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APRIL GROUP, through its specially created subsidiary APRIL 

North America, acquired the Canadian brokerage firms 

ESCAPADE on June 11 th , 2007 and DAVE ROCHON on June 

8th, 2007. ESCAPADE, based in Sainte Croix, is specialized 

in travel insurance products for retail customers. DAVE 

ROCHON, based in Montreal, is a wholesale broker specialized 

in heightened risks on retail and corporate property and 

casualty insurance. These two companies have been 

consolidated since July 1 st , 2007. 

ASSURDOM Gestion 

On June 22 nd , 2007, APRIL GROUP acquired a 38.2% stake in 

the Reunion-based ASSURDOM Gestion, with this wholesale 

broker specializing in property and casualty risks, primarily 

for retail customers. This company has been consolidated 

since July 1 st , 2007. 

Assinco 

On November 7 th , 2007, APRIL GROUP acquired an 80% stake 

in Assinco. Assinco is an insurance brokerage firm, operating 

directly or through its 16 subsidiaries, on personal insurance, 

property and casualty insurance for goods and credit 

insurance, for businesses and individuals on mainland France 

and in French overseas departments and territories. This 

company has been consolidated since November 1 st , 2007. 

2.2. Other operations on securities 

London & European Title Insurance Services 

In March 2007, APRIL GROUP, through its subsidiary London 

& European Title Group, sold off a 14% stake in its subsidiary 

London & European Title Insurance Services to its managers. 

2.3. Activities started up 

Axeria Vie, previously Vivier Assurances, a life insurance 

company with a capital of 40 million euros, is now supporting 

the Group’s development projects on the life insurance and 

savings market. 

ISR Courtage, the dedicated structure for distributing socially 

responsible investment products online, has started trading. 

Solucia PJ, previously Axeria Conseils, a legal protection 

insurance company, has been developing a business to 

design, manage and sell insurance policies for individual 

businesses and families since the beginning of 2007. 

APRIL Cover, set up in 2006, has started trading, providing 

small and medium-sized businesses with access to the 

entire range of tools required for managing their customer 

positions in order to prevent and manage non-payment 

risks: prevention, compensation, collection management, 

optimization of financing. 

Solidaris, previously APRIL Partenariats, has been developing 

non-discriminating insurance solutions and services for legal 

protection, supplementary health and loan insurance for the 

homosexual community since 2007. 

APRIL Réunion, previously APRIL Distribution, began trading 

in 2007 on Reunion. The company is focused primarily on 

individual personal protection and health. 

In 2007, APRIL GROUP created APRIL CEE Development, a 

Budapest-based brokerage company, in order to develop its 

business in Hungary. 

APRIL GROUP, through its subsidiary APRIL Mediterranean 

Ltd (regional holding company), created Axeria Re Ltd on 

December 28 th , 2007, a Malta-based reinsurance company. 

In 2007, APRIL GROUP launched the business for APRIL 

Santé (previously ASSURADOM), with a network of points of 

sale and spaces for advice on family health insurance and 

services. 

APRIL Corporate Broking, previously APRIL International, 

launched its activity to design, integrate and manage P&C 

insurance solutions for businesses, offered through a 

network of brokers and insurance agents. 

2.4. Reorganization 


In line with the reorganization of APRIL GROUP around its 

business branches, APRIL Solutions carried out the following 

partial asset contributions on May 31 st , 2007, effective 

retroactively to January 1 st , 2007: 

Individual personal protection/health branch contributed to 

APRIL Projet; 

Property and casualty branch contributed to APRIL Service. 

These companies have been renamed following this operation: 

APRIL Solutions is now APRIL GROUP CORPORATE; 

APRIL Projet is now APRIL Marketing Solutions; 

APRIL Service is now APRIL Solutions. 

107 


2.0 


Structuring of the Corporate division 

On December 31 st , 2007, APRIL GROUP CORPORATE 

contributed its group business branch to APRIL Solutions 

Entreprises (previously APRIL Direct), effective retroactively 

to November 1st, 2007. 

APRIL GROUP DOMMAGES ENTREPRISES (previously MERLE 

Assurances) was merged with APRIL GROUP CORPORATE on 

December 31 st , 2007, effective retroactively to November 1 st , 

2007, finalizing the restructuring of this business division. 

SEPCOFI / EAC 

EAC was merged with SEPCOFI on March 31 st , 2007, effective 

retroactively to January 1 st , 2007, making it possible to 

consolidate the group insurance resources of these two 

brokerage firms operating on similar markets. 

Europassur / SOGET SIEFFERT 

All of the assets and liabilities of its subsidiary SOGET SIEFFERT 

were transferred to Europassur on June 15 th , 2007. 

CIARE / AVS / DOUDET CHARLET 

With a view to the regional optimization and rationalization 

of their property and casualty brokerage activities for 

businesses, CIARE, AVS and DOUDET CHARLET, all three 

based in Lyons, merged, effective retroactively to October 

1 st , 2007. The merging company, CIARE, has retained its 

corporate name. 

APRIL Assurances Entreprises 

On October 31 st , 2007, APRIL Assurances contributed 

its group activity branch to APRIL Assurances Entreprises 

(previously APRIL Réseau), effective retroactively to October 

1 st , 2007. 

Note 3. Basis for consolidation 

3.1. Change in scope 

The changes in scope between December 31 st , 2006 and 

December 31 st , 2007 were as follows: 

Full consolidation of AMT and APRIL Distribution as of 

January 1 st , 2007, 

Full consolidation of the APRIL Courtage and APRIL 

Prestations economic interest groups and the company 

APRIL North America as of June 1 st , 2007; 

Full consolidation of ASSURDOM Gestion (and its subsidiary 

MUTASSUR), DAVE ROCHON and ESCAPADE as of July 1 st , 

2007, 

Full consolidation of APRIL CEE Development as of October 

1 st , 2007, 

Full consolidation of Assinco and its subsidiaries (AGERIC, 

Assinco Caraïbes, Assinco OI, Assinco Partenaire, CARISCO, 

CEIDA, DELTHA ASSURANCES, ESPAS, EUROPA ASSURANCE, 

GIE ASPA, MANCINI ASSURANCE, M ASSURANCES, 

SOCASSINCO, SOGAGIA, SOGAGIA CARAIBES, SPAC) as of 

November 1 st , 2007; 

Full consolidation of APRIL Mediterranean Ltd (and its 

subsidiary Axeria Re) and Axeria Courtage as of December 

1 st , 2007, 

Full consolidation of companies set up and without any 

business at the end of 2007, namely APRIL Alpha, APRIL 

Omega, APRIL Delta, APRIL Gamma, APRIL Kappa, APRIL 

Sigma as of December 2007. 

In light of the abovementioned reorganization operations, 

EAC, SOGET SIEFFERT, AVS, DOUDET CHARLET, APRIL GROUP 

DOMMAGES ENTREPRISES were removed from the basis 

for consolidation in 2007, since their activities had been 

transferred to the companies that they were merged into. 

3.2. Information on the scope 

In addition to Sections 2.3 and 2.4, the following corporate 

name changes were made in 2007: 

APRIL COURTAGE becomes APRIL GROUP PRÉVOYANCE 

INDIVIDUELLE; 

APRIL DEVELOPPEMENT becomes APRIL GROUP DOMMAGES 

PARTICULIERS; 

VILLETTE Assurances becomes APRIL GROUP VIE EPARGNE; 

GIE AGIR becomes GIE MicroReso; 

COUCHON Assurances SA becomes Easyssur; 

Febs becomes APRIL Financial Services AG; 

APRIL IARD becomes APRIL Premium; 

Resolution becomes APRIL Immobilier. 

108 


2.0 


Identification of consolidated companies 

COMPANY 

REGISTERED OFFICE 

IDENTIFICATION 

NUMBER 

% CONTROL 


CONSOLID 

METHOD 2007 

% CONTROL 

2006 

CONSOLID 

METHOD 2006 

APRIL GROUP (holding) Lyons 377 994 553 Parent Parent Parent Parent 

AGERIC Saint Denis 351 747 704 80% FC N/A NC 

AHM New York 100% FC 100% FC 

ALLO ASSURANCES SARL Valence 439 610 395 100% FC 100% FC 

AMC Pointe-à-Pitre 438 072 746 59.4% FC 59.4% FC 

AMT Tours 397 855 867 75% FC N/A NC 

APRIL ALPHA Lyons 501 273 403 100% FC N/A NC 

APRIL Assurances Lyons 428 702 419 100% FC 100% FC 

APRIL Assurances Entreprises Lyons 493 481 816 100% FC 100% FC 

APRIL CEE Development Budapest 80% FC N/A NC 

APRIL Conseils Lyons 437 915 812 100% FC 100% FC 

APRIL Corporate Broking Lyons 493 113 716 95.01% FC 100% FC 

APRIL Courtage (GIE) Lyons 499 104 909 100% FC N/A NC 

APRIL Cover Lyons 493 473 979 70% FC 70% FC 

APRIL Delta Lyons 501 273 502 100% FC N/A NC 

APRIL Gamma Lyons 501 273 536 100% FC N/A NC 

APRIL GROUP CORPORATE Paris 343 817 219 100% FC 100% FC 

APRIL GROUP PRÉVOYANCE INDIVIDUELLE Lyons 428 979 629 100% FC 100% FC 

APRIL GROUP DOMMAGES PARTICULIERS Lyons 428 699 417 100% FC 100% FC 

APRIL GROUP VIE EPARGNE Lyons 490 175 205 100% FC 100% FC 

APRIL Germany Munich 100% FC 80% FC 

APRIL Iberia Madrid 70% FC 70% FC 

APRIL Immobilier Lyons 442 444 782 100% FC 100 % FC 

109 


2.0 


Identification of consolidated companies (continued) 

COMPANY 



NUMBER 

% CONTROL 


CONSOLID 


% CONTROL 

2006 

CONSOLID 

METHOD 2006 

APRIL Italia Milan CF 1286540153 100% FC 100% FC 

APRIL Kappa Lyons 501 273 700 100% FC N/A NC 

APRIL Marketing Solutions Lyons 493 481 782 100% FC 100% FC 

APRIL Mediterranean Ltd Malte C 43042 100% FC N/A NC 

APRIL Mobilité Paris 309 707 727 100% FC 100% FC 

APRIL North America Montréal 69.9% FC N/A NC 

APRIL Omega Lyons 501 273 734 100% FC N/A NC 

APRIL Patrimoine Lyons 433 912 516 100% FC 100% FC 

APRIL Premium Lyons 424 006 195 100% FC 100% FC 

APRIL Réunion Lyons 493 481 857 91.25% FC N/A NC 

APRIL Santé Lyons 388 138 398 97.37% FC 100% FC 

APRIL Sigma Lyons 501 273 825 100% FC 100% FC 

APRIL Solutions Lyons 493 481 881 100% FC N/A NC 

APRIL Solutions Entreprises Lyons 493 113 708 100% FC 100% FC 

APRIL Technologies (GIE) Lyons 419 399 480 99.99% FC 99.99% FC 

APRIL Yacht Broker Di Assicurazioni San Remo 70% FC 70% FC 

ARIS Levallois Perret (92) 378 004 493 50% FC 50% FC 

AS Conseil et Audit Saint Etienne 483 528 691 49% FC 49% FC 

ASPA (GIE) Saint Denis (93) 351 484 118 80% FC N/A NC 

Assinco Saint Denis (93) 722 069 226 80% FC N/A NC 

ASSINCO CARAIBES Baie Mahault (Réunion) 337 603 286 79.91% FC N/A NC 

ASSINCO O.I. Saint Denis (Réunion) 452 500 978 80% FC N/A NC 

ASSINCO PARTENAIRE Strasbourg 648 501 864 78.33% FC N/A NC 

ASSURANCE FRANCE PLAISANCE La Roche Sur Yon 390 440 725 75% FC 75% FC 

110 


2.0 



COMPANY 



NUMBER 

% CONTROL 


CONSOLID 


% CONTROL 

2006 

CONSOLID 

METHOD 2006 

ASSURDOM Le Port (Réunion) 384 944 740 38.21% FC N/A NC 

Assurtis Paris 483 108 775 55% PC 55% PC 

Axeria Iard Lyons 352 893 200 100% FC 100% FC 

Axeria Courtage Lyons 501 156 236 100% FC N/A NC 

Axeria Insurance Company Londres 100% FC 100% FC 

Axeria Prévoyance Lyons 350 261 129 100% FC 100% FC 

Axeria Re Malte C 43228 100% FC N/A NC 

Axeria Vie Lyons 487 739 963 100% FC 100% FC 

CARISCO Saint Denis (93) 382 994 572 80% FC N/A NC 

CEIDA Strasbourg 728 503 673 78.30% FC N/A NC 

CGCA Rochefort sur Mer 378 849 798 100% FC 100% FC 

CHATEAUDUN (GIE) Paris 479 390 841 100% FC 100% FC 

CIARE SA Lyons 950 398 131 100% FC 100% FC 

Cogealp Lyons 338 399 439 66% FC 66% FC 

CSF Aix en Provence 423 476 720 100% FC 100% FC 

DAVE ROCHON Montreal 100% FC N/A NC 

DELTHA ASSURANCE Saint Denis (Réunion) 400 685 798 80% FC N/A NC 

Dierrevi Milan 80% FC 80% FC 

Easyssur Valence 383 048 543 100% FC 100% FC 

ESCAPADE Sainte Croix (Canada) 60% FC N/A NC 

ESPAS Saint Denis (93) 353 663 545 N/A NC 

EUROPA ASSURANCE Saint Denis (Réunion) 419 592 290 80% FC N/A NC 

Europassur Levallois Perret (92) 333 800 811 100% FC 100% FC 

APRIL Financial Services AG Munich 84% FC 74% FC 

111 


2.0 



COMPANY 



NUMBER 

% CONTROL 


CONSOLID 


% CONTROL 

2006 

CONSOLID 

METHOD 2006 

FGA Marseille 437 681 489 100% FC 100% FC 

FORUM FINANCES Lyons 423 412 808 100% FC 100% FC 

GI2A Fougères 349 844 746 100% FC 100% FC 

Habitance Lyons 484 777 131 50% FC 50% FC 

Haussmann Conseils Aix en Provence 383 416 872 80% FC 80% FC 

ISR COURTAGE Paris 492 823 851 100% FC 100% NC 

LE Italy Milan 100% FC 100% FC 

LE JERSEY Jersey 100% FC 100% FC 

LE SPAIN Madrid 100% FC 100% FC 

LE Title Insurance Services Londres 86% FC 100% FC 

LE Title Group Ltd Londres 100% FC 100% FC 

LETIP Paris 422 630 707 100% FC 100% FC 

M ASSURANCES Saint Denis (Réunion) 451 584 080 80% FC N/A NC 

MAISON COMMUNE (GIE) Lyons 484 630 579 100% FC 100% FC 

MANCINI ASSURANCES Saint Denis (Réunion) 310 863 501 80% FC N/A NC 

MicroReso (GIE) Rochefort sur Mer 403 656 846 100% FC 100% FC 

Moral Caraibes Pointe-à-Pitre 390 397 172 59.4% FC 59.4% FC 

MULTI SERVICES (GIE) Levallois Perret (92) 424 050 433 100% FC 100% FC 

Mutant Assurances (et ses filiales) Lyons 350 379 251 100% FC 100% FC 

MUTASSUR Saint Denis (Réunion) 492 760 574 38.21% FC N/A NC 

PRESTATIONS (GIE) Limonest 498 451 491 100% FC N/A NC 

SASCO Annecy 377 974 555 100% FC 100% FC 

SEPCOFI Lyons 329 845 325 100% FC 100% FC 

SCI ARPI Aix en Provence 438 807 679 100% FC 100% FC 

112 


2.0 



COMPANY 



NUMBER 

% CONTROL 


CONSOLID 


% CONTROL 

2006 

CONSOLID 

METHOD 2006 

SFG Aix en Provence 391 952 264 100% FC 100% FC 

SOCASSINCO Fort de France 432 487 338 79.99% FC N/A NC 

SOGAGIA Saint Denis (93) 391 491 248 80% FC N/A NC 

SOGAGIA CARAIBES Baie Mahault (Réunion) 480 118 629 79.91% FC N/A NC 

Solidaris Lyons 492 823 919 80% FC 100% FC 

Solucia PJ Lyons 481 997 708 100% FC 100% FC 

SPAC Saint Denis (93) 414 424 333 80% FC N/A NC 

TMS CONTACT Paris 384 706 941 99.86% FC 99.86% FC 

Université APRIL Lyons Association 100% FC 100% FC 

FC: Fully consolidated 

PC: Proportionately consolidated 

EC: Equity consolidated 

N/A: Not applicable 

NC: Not consolidated 

All the companies included in the basis for consolidation at December 31 st , 2007 drew up their accounts for the period from January 1 st to December 31 st , 2007 under IFRS. 

113 


2.0 


3.3. Non-consolidated subsidiaries 

In accordance with the accounting methods and principles 

applied, the following equity interests have not been 

consolidated on account of their small size. Their 

consolidation would not have any impact on the consolidated 


The majority of Group company cash is invested in the APRIL 

TRESORERIE mutual fund (ISIN: FR0010046789). Only APRIL 

GROUP companies hold units in APRIL TRESORERIE. 

This fund does not contain any debt and is invested 

exclusively in non-dedicated UCITS, without ever holding a 

significant percentage or influencing their management. 

As such, APRIL TRESORERIE is consolidated on a fair value 

basis in the consolidated financial statements. 

COMPANY (DATE OF FINANCIAL 

STATEMENTS) 


Capital 

Shareholders’ 

equity 

loans and advances 

Share 

in dividends 

Gross value 

of securities 

net value 

of securities 

Revenues 

operating income 

net income 

EQUITY INTEREST (10% to 50%) (1) ‘000€ (1) 

AITIC (30/06/06) 38 20% 8 1,030 

59 rue Baraban, 69003 LYON 686 8 340 

234 

PROVENCALE DE PATRIMOINE (2) 49 20% 10 129 

Le Pujol III, 13390 AURIOL 4 0 -34 

-45 

SOGERIS (31/12/06) 38 19.52% 7 310 

Route Nationale 8, 13420 GEMENOS 81 7 46 

124 

OPTIMEX (31/12/06) 436

2.0 


3.4. Impact of changes in scope on earnings 

The income statement presented below has been drawn 

up in order to make it possible to compare the accounts 

between December 31 st , 2006 and Dec 31 st 2007. It does 

not represent a pro forma income statement drawn up in 

order to comply with the disclosure thresholds as defined by 

Article 221-1 of the AMF’s general regulations. 

The accounting principles and methods retained for 

drawing up the consolidated data herein are compliant with 

the principles and methods retained for drawing up the 

consolidated financial statements at December 31 st , 2007. 

The restated income statement factors in the acquisition of 

the following companies and their inclusion in the basis for 

consolidation: 

AVS, DOUDET-CHARLET, Moral Caraïbes, AMC, Dierrevi, MT: 

companies consolidated over six months in 2006; 

APRIL Iberia and APRIL Yacht Broker di Assicurazioni: 

companies consolidated over three months in 2006; 

APRIL Cover, APRIL Direct, APRIL Réseau, APRIL International, 

APRIL Projet, APRIL Service, APRIL Partenariat, ISR Courtage: 

consolidated over one month, but without any activity in 

2006; 

Deconsolidation of AAC after this company was sold off 

(September 28 th , 2006); 

Integration of companies included in the basis for 

consolidation over 2007 and mentioned in Section 3.1. 

These data are based on the following historical accounts: 

The Group’s consolidated financial statements at 

December 31 st , 2006 

The annual financial statements at December 31 st , 2006 

for the various subsidiaries newly incorporated into the 

basis for consolidation, drawn up under the responsibility 

of their managers prior to their acquisition. 

The balance sheet and cash-flow statement factoring 

in changes in scope as at December 31 st , 2005 are not 

presented due to the absence of any significant impact 

of new companies included in the Group’s scope on these 

statements. 

115 


2.0 


Income statement at December 31 st , 2006 based on the scope for 2007 

EARNINGS 

(in thousand euros) 

Dec 31 st , 2006 Dec 31 st , 2006 on 2007 scope Dec 31st, 2007 

REVENUES 520,400 535,850 604,183 

Other operating income 8,405 9,066 14,304 

Financial income net of expenses and excluding cost of debt 14,668 14,877 19,395 

TOTAL INCOME FROM ORDINARY ACTIVITIES 543,473 559,793 637,882 

Underwriting expenses for insurance policies -145,838 -145,838 -159,016 

Net income or expenses from reinsurance cessions -1,341 -1,341 -23,916 

Other purchases and external expenses -168,427 -175,888 -194,682 

Tax -13,004 -13,399 -15,069 

Personnel costs -101,263 -106,001 -122,344 

Depreciation charge -5,817 -6,479 -7,431 

Provisions -7,246 -7,999 -7,278 

Other current operating income and expenses -3,624 -3,699 -3,705 

EBIT 96,913 99,152 104,441 

Change in value of goodwill -52 -52 26 

Other operating income and expenses -67 -52 178 

OPERATING INCOME 96,794 99,048 104,645 

Financial expenses -77 -130 -140 

Share in affiliated companies 0 0 0 

Corporate income tax -31,208 -32,103 -31,966 

CONSOLIDATED NET INCOME 65,509 66,815 72,539 

Minority interest 434 973 428 

NET INCOME (GROUP SHARE) 65,075 65,842 72,111 

EARNINGS PER SHARE 1.60 - 1.77 

DILUTED EARNINGS PER SHARE 1.58 - 1.75 

116 


2.0 


Note 4. Sector information 

Sector information is drawn up in line with two different 

criteria: one primary criterion based on the Group’s various 

activities and another secondary criterion based on their 

regional location. 

The primary sector is representative of the Group’s business, 

which can be broken down into four activities: 

Health-personal protection 

Property and casualty 

Savings 

Other 

Each sector is consistent in terms of risk and profitability. 

The regional sectors correspond to France and Europe 

excluding France. They are characteristic of the Group’s 

geographical setup. 

4.1. Income by sector and region 

In thousand euros DEC 31 st , 2007 

Savings 

Health & personal 

protection 


Other 

Inter-company 

write-offs 

REVENUES 16,936 394,139 218,292 -25,184 604,183 




Operating income -565 92,984 19,621 -7,395 104,645 

of which France -565 92,595 17,344 -7,334 102,040 

Outside of France 389 2,277 -61 2,605 

NET INCOME -978 56,194 14,886 2,009 72,111 

Total 

In thousand euros DEC 31 st , 2006 

Savings 


protection 


Other 

Inter-company 

write-offs 

REVENUES 10,105 349,268 178,154 -17,127 520,400 




Operating income 957 86,769 14,154 -5,088 2 96,794 

of which France 957 87,836 10,047 -5,088 2 93,754 

Outside of France -1,067 4,107 3,040 

NET INCOME 636 54,574 10,846 -981 65,075 

Total 

117 


2.0 



Savings 


protection 


Other 

Inter-company 

write-offs 

Premiums acquired 5,054 138,341 95,437 -23,269 215,563 

Commissions 11,882 250,440 102,672 -363 364,631 

Services 5,358 20,183 -1,553 23,989 

REVENUES 16,936 394,139 218,292 -25,184 604,183 

Total 


Savings 


protection 


Other 

Inter-company 

write-offs 

Premiums acquired 113,382 99,130 -16,067 196,445 

Commissions 10,105 233,455 59,244 -650 302,154 

Services 2,431 19,780 -410 21,801 

REVENUES 10,105 349,268 178,154 -17,127 520,400 

Total 

Insurance premiums (Group contribution) are presented net of commissions paid by insurance companies to Group brokerage companies. 

118 


2.0 


4.2. Assets by sector 


Savings Health & personal protection Property and casualty Other Inter-company write-offs Total 

Goodwill 44,866 88,932 133,798 

Tangible and intangible fixed assets 2,214 13,849 13,448 993 30,504 

Investment properties 212 212 

Insurance activity investments 24,052 203,761 82,384 310,197 

Transferee share in underwriting provisions 48,444 31,686 80,130 

Receivables 621 105,751 95,710 7,995 -24,298 185,779 

Cash 6,226 67,468 84,205 19,819 177,718 

SECTOR ASSETS 33,113 484,139 396,577 28,807 -24,298 918,338 

Tax assets 9,398 

Financial assets 5,411 

TOTAL ASSETS 933,147 



Goodwill 19,676 53,234 72,910 

Tangible and intangible fixed assets 89 8,205 12,258 342 20,894 

Insurance activity investments 181,848 85,167 267,015 

Transferee share in underwriting provisions 49,343 31,167 80,510 

Receivables 270 56,069 51,611 5,991 -13,133 100,808 

Cash 25,526 51,756 65,292 25,236 167,810 

SECTOR ASSETS 25,885 366,897 298,729 31,569 -13,133 709,947 




119 


2.0 


4.3. Liabilities by sector 



Underwriting provisions 41 167,507 86,741 254,289 

Technical liabilities on investment policies 8,322 8,322 

Provisions for contingencies and losses 334 4,715 6,466 2,761 14,276 

Financial liabilities 32,000 16,808 22,200 31,179 -61,556 40,631 

Operating liabilities 2,128 113,266 79,776 1,516 -1,774 194,912 

Other sector liabilities 145 27,168 22,021 -4,966 44,368 

SECTOR LIABILITIES 42,970 329,464 217,204 35,456 -68,296 556,798 

Other liabilities 77,851 

Tax liabilities 4,684 

Shareholder's equity 293,814 

TOTAL LIABILITIES 933,147 



Underwriting provisions 133,533 80,731 214,264 

Provisions for contingencies and losses 235 8,435 4,921 1,856 15,447 

Financial liabilities 2 2,083 12,514 9 -1 14,607 

Operating liabilities 3,414 72,356 54,877 1,170 -542 131,275 

Other sector liabilities 27,877 11,556 -4,490 34,943 

SECTOR LIABILITIES 3,651 244,284 164,599 3,035 -5,033 410,536 


Tax liabilities 9,220 

Shareholder’s equity 243,421 

TOTAL LIABILITIES 717,732 

120 


2.0 


Financial liabilities at December 31 st , 2007 factor in 

commitments to buy out minority interests, i.e. 8,732 

thousand euros for Property and Casualty activity and 6,386 

thousand euros for Health and personal protection activity. 


Total 

Health and 

personal protection 

Property and 

casualty 

Income from consolidated companies (1) 30,985 7,557 23,428 

Earnings from consolidated companies (1) 952 273 679 

4.4. Sector information on acquisitions over the period 

Tangible and intangible fixed assets 4,935 906 4,029 

Property investments 215 215 

Insurance activity investments 

Transferee share in underwriting provision 

Receivables 30,144 10,737 19,407 

SECTOR ASSETS 35,294 11,643 23,651 


Financial assets 182 

Cash 24,970 

ASSETS CONTRIBUTED ON ACQUISITION DATES 63,235 

SHAREHOLDERS’ EQUITY -9,372 

Underwriting provisions 

Provisions for contingencies and losses 1,027 326 701 

Financial liabilities 24,193 14,182 10,011 

Operating liabilities 31,883 10,447 21,435 

Other sector liabilities 

SECTOR LIABILITIES 57,102 24,955 32,147 


Tax liabilities 312 

LIABILITIES CONTRIBUTED ON ACQUISITION DATES 63,235 

Amount of earnings for businesses acquired 

included in earnings for the period 

331 -81 412 

(1) Income and earnings are estimated over 12 months, 

as if the acquisition date had been at the start of the period 

GOODWILL RECORDED OVER THE YEAR 53,011 19,259 33,752 

121 


2.0 


4.5. Assets by region 


France Europe Inter-company 

write-offs 

Total 

Goodwill 119,427 14,371 133,798 

Tangible and intangible fixed 

assets 

28,378 2,125 30,504 

Property investments 213 213 


Transferee share 

in underwriting provisions 

80,029 101 80,130 

Receivables 177,481 10,343 -2,045 185,779 

Cash 151,178 26,540 177,718 

SECTOR ASSETS 844,502 75,881 -2,045 918,338 





France 

Europe 

Inter-company 

write-offs 

Total 

Goodwill 67,250 5,660 72,910 

Tangible and intangible 

fixed assets 

20,087 807 20,894 


Transferee share in 

underwriting provisions 

80,510 80,510 

Receivables 95,147 7,582 -1,921 100,808 

Cash 150,495 17,315 167,810 

SECTOR ASSETS 675,398 36,470 -1,921 709,947 




Note 5. Notes to the income statement 

5.1. Other operating income 

5.2. Financial income 

5.2.1. Income from financial assets net of expenses and excluding cost of debt 

OTHER OPERATING INCOME 


DEC 31 st , 2007 DEC 31 st , 2006 

Capitalized production 2,844 2,808 

Operating subsidies 68 27 

Provision write-backs on assets 2,046 1,905 

Provision write-backs for contingencies and losses 6,018 1,142 

Other operating income 3,328 2,523 

TOTAL 14,304 8,405 

FINANCIAL INCOME NET OF EXPENSES 

AND EXCLUDING COST OF DEBT 



From Group insurance companies 12,576 65% 10,113 69% 

From Group other companies 6,819 35% 4,555 31% 

TOTAL 19,395 100% 14,668 100% 

Financial income for companies resulting from other activities corresponds to income 

generated by investments of cash and cash equivalents for brokerage companies. 

122 


2.0 


5.2.2. Income from insurance companies investments 

INCOME FROM INSURANCE COMPANIES INVESTMENTS 


Income from 

investment 

Capital gains of 

losses on disposals 

Change in fair 

value of financial 

instruments recorded 

on a fair value basis 

for earnings 

Change 

in provisions 

on financial 

instruments (2) 

Income/loss from 

investments 

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 

Investment properties recorded at their amortized cost 

Investment properties recorded on a fair value basis for earnings 

INVESTMENT PROPERTIES 

Bonds held through to maturity 

Bonds available for sale (1) 7,495 5,943 -523 -748 6,972 5,195 

Bonds recorded on a fair value basis for earnings (2) -2,387 -2,387 

Bonds held for transaction purposes 

Unlisted bonds (amortized cost) 

BONDS 7,495 5,943 -523 -748 -2,387 4,585 5,195 

Bond UCITS held through to maturity 

Bond UCITS available for sale (1) 412 1,072 412 1,072 

Bond UCITS recorded on a fair value basis for earnings (2) 

Bond UCITS held for transaction purposes 

Unlisted bond UCITS (amortized cost) 

BOND UCITS 412 1,072 412 1,072 

Shares available for sale (1) 

Shares recorded on a fair value basis for earnings (2) 

Shares held for transaction purposes 

Equity securities available for sale (1) 

SHARES 

Equity UCITS available for sale (1) 21 20 5,306 2,653 7 5,327 2,679 

Equity UCITS recorded on a fair value basis for earnings (2) 

Equity UCITS held for transaction purposes 

EQUITY UCITS 21 20 5,306 2,653 7 5,327 2,679 

123 


2.0 


INCOME FROM INSURANCE COMPANIES INVESTMENTS 


Income from 

investment 

Capital gains of 

losses on disposals 

Change in fair 

value of financial 

instruments recorded 

on a fair value basis 

for earnings 

Change 

in provisions 

on financial 

instruments (2) 

Income/loss from 

Investments 

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 

Other UCITS available for sale (1) 486 19 504 

Other UCITS recorded on a fair value basis for earnings (2) 

Other UCITS held for transaction purposes 1,431 1,014 658 -29 2,089 985 

OTHER UCITS (3) 486 1,449 1,014 658 -29 2,593 985 

FINANCIAL INVESTMENTS 8,001 5,962 6,646 3,990 658 -22 -2,387 12,917 9,930 

Derivative assets subject to hedge accounting 

Derivative assets in a natural hedging relation 

Other derivative assets 

DERIVATIVE ASSETS 

Investment management costs -218 -144 -218 -144 

Other (4) -122 327 -122 327 

INCOME FROM FINANCIAL ASSETS NET OF EXPENSES 7,660 6,145 6,646 3,990 658 -22 -2,387 12,576 10,113 

(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 loans 

5.3. Underwriting expenses for insurance policies 

5.4. Charges ou produits nets de cessions de réassurance 

INSURANCE EXPENSES 



Related expenses 3,932 5,357 

Change in underwriting provisions gross of reinsurance 33,403 43,142 

Commissions paid by companies 15,473 8,311 

Claims paid out 106,208 89,028 

TOTAL 159,016 145,838 

NET INCOME OR EXPENSES FROM REINSURANCE 

CESSIONS (in thousand euros) 


Premiums ceded 91,509 95,085 

Change in provisions for reinsured claims to be paid out 325 -30,995 

Ceded reinsurance commissions and related expenses -25,236 -27,093 

Claims ceded -42,682 -35,656 

TOTAL 23,916 1,341 

124 


2.0 


Changes in premiums ceded, based on gross insurance company premiums before deducting commissions paid by insurance 

companies to the Group’s brokerage companies, can be broken down as follows: 

NET PREMIUMS (in thousand euros) DEC 31 st , 2007 DEC 31 st , 2006 

Gross premiums acquired before deducting commissions paid back to the 

Group’s brokerage companies 

329,565 295,259 

Premiums cede 91,509 95,084 

TOTAL 238,056 200,175 

5.5. Other purchases and external expenses 

OTHER PURCHASES AND EXTERNAL EXPENSES (in thousand euros) DEC 31 st , 2007 DEC 31 st , 2006 

Brokerage commissions paid to intermediaries 111,025 100,959 

Postage and telephone 10,741 10,103 

Rent 12,553 9,316 

Advertising 8,946 7,479 

External staff 5,911 5,423 

General outsourcing and IT 4,606 3,313 

External services and other 40,900 31,834 

TOTAL 194,682 168,427 

5.7. Change in value of goodwill 

CHANGE IN VALUE 

OF GOODWILL 


DEC 31 st , 


DEC 31 st , 

2006 

CUMULATIVE IMPAIRMENT 

VALUE AT YEAR START 

10,573 10,560 

Increase in impairment 52 

Impairment in value 

recorded on acquisitions 

-26 

over the period 

Write-back on impairment 

in value for disposals 

over the period 

Change in foreign 

currencies on impairment 

2 

Other changes -39 

TOTAL IMPAIRMENT 

AT YEAR-END 

10,549 10,573 

5.6. Personnel 

5.8. Other operating income and expenses 

PERSONNEL COSTS (in thousand euros) DEC 31 st , 2007 DEC 31 st , 2006 

Salaries and wages 78,076 64,123 

Payroll taxes 35,481 29,374 

Profit-sharing 8,258 7,612 

Share-based compensation 529 154 

TOTAL 122,344 101,263 

OTHER OPERATING 

INCOME AND EXPENSES 


Capital gains and losses 

on disposal of non-current 

tangible or intangible assets 

DEC 31 st , 


DEC 31 st , 

2006 

366 -175 

Other -188 108 

The Group headcount at December 31 st came to 2,446 in 2007, compared with 1,959 in 2006. 

TOTAL 178 -67 

125 


2.0 


5.9. Tax 

5.9.1. Explanation on consolidated tax expense 

The current tax expense is equal to the amount of corporate 

income tax due to the tax authorities for the year in question, 

in line with the tax rules and rates in force in the various 

countries. On January 1 st , 2005, APRIL GROUP renewed its 

option for the common law tax consolidation system provided 

for under Article 223 A of the General French Tax Code both 

for itself and for French subsidiaries controlled at 95%. 

The deferred tax expense is determined based on the 

accounting method indicated in Note 1.29. 

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 the 

basic tax due. In this way, the legal tax rate in force for 

French companies was increased by 1.1%. 

TAX EXPENSE ON CONSOLIDATED COMPANY EARNINGS 


The application of the tax consolidation system has had the following impacts: 

5.9.2. Analysis of tax rate differentials applicable 


Current tax (tax on profits) 31,685 32,172 

Deferred tax for the period 281 -964 

TOTAL 31,966 31,208 

In thousand euros DEC 31 st , 2007 DEC 31 st , 2006 

Tax consolidation premium 8,926 3,391 

Under the amended finance bill 2004-1485 of June 30 th , 

2004, tax on net long-term capital gains generated on the 

sale of equity securities was reduced to 8% in 2006 (15% in 

2005) and does no longer apply as of 2007. 

RECONCILIATION BETWEEN THE LEGAL RATE IN FRANCE AND THE EFFECTIVE TAX RATE 

ON THE CONSOLIDATED INCOME STATEMENT 

DEC 31 st , 2007 

Legal tax rate in France for the year 33.33% 

Additional contribution 0.88% 

Share in dividends excluding tax consolidation 0.1% 

Tax losses carried forward used, not previously activated -3.78% 

Other 0.05% 

EFFECTIVE TAX RATE 30.58% 

126 


2.0 


Note 6. Notes to the balance sheet 

6.1. Goodwill 

In thousand euros Health and personal Property and casualty Savings Other Total 

Gross value at DEC 31 st , 2006 19,829 63,655 83,484 

Acquisitions/price supplements 25,603 35,260 60,863 

GROSS VALUE AT DEC 31 st , 2007 45,432 98,915 144,347 

Existing depreciation at Dec 31 st , 2006 152 10,421 10,573 

Depreciation for the year 414 -438 -24 

DEPRECIATION DEC 31 st , 2007 566 9,983 10,549 

NET VALUE AT DEC 31 st , 2006 19,677 53,234 72,910 

NET VALUE AR DEC 31 st , 2007 44,866 88,932 133,798 

6.4. Financial investments 

Financial investments are valued and recorded in accordance 

with the rules presented in Note 1.17. 

6.4.1. Breakdown of financial investments 

Bonds with a significant credit risk were subject to a 2,387 

thousand euro provision for depreciation over 2007. 

The goodwill resulting from commitments to buy out 

minority interests represented 12,154 thousand euros at 

December 31 st , 2007. 

6.2. Other intangible fixed assets 

Other intangible fixed assets primarily comprise software 

products. 

OTHER INTANGIBLE FIXED ASSETS 

TOTAL 

Gross value at Dec 31 st , 2006 25,077 

Investments 8,431 

Changes in scope 13,524 

Divestments -2,842 

GROSS VALUE AT DEC 31 st , 2007 44,190 

Amortization at Dec 31 st , 2006 17,805 

Increases 3,652 

Divestments 11,006 

Write-backs linked to disposals -2,611 

AMORTIZATION AT DEC 31 st , 2007 29,852 

NET VALUE AT DEC 31 st , 2006 7,272 

NET VALUE AT DEC 31 st , 2007 14,338 

6.3. Tangible fixed assets 

TANGIBLE FIXED ASSETS 

Buildings 

and technical 

facilities 

Other 

tangible fixed 

assets 

Work-in-progress 

Advances 

and 

deposits 

TOTAL 

GROSS VALUE AT DEC 31 st , 2006 7,208 24,934 195 15 32,351 

Investments 466 8,867 642 57 10,032 

Changes in scope 1,414 3,368 4,782 

Translation gains/losses -19 -19 

Reclassification 246 -246 

Divestments -5,654 -8,395 -4 -14,053 

GROSS VALUE AT DEC 31 st , 2007 3,433 29,020 572 68 33,093 

AMORTIZATION AT DEC 31 st , 2006 1,778 16,952 18,729 

Increases 229 3,721 3,950 

Changes in scope 281 2,660 2,941 

Translation gains/losses -27 -27 

Write-backs -1,125 -7,542 -8,667 

AMORTIZATION AT DEC 31 st , 2007 1,163 15,764 16,927 

NET VALUE AT DEC 31 st , 2006 5,430 7,982 195 15 13,622 

NET VALUE AT DEC 31 st , 2007 2,270 13,256 572 68 16,166 

127 


2.0 


6.4.1. Breakdown of financial investments (continued) 

BREAKDOWN OF FINANCIAL INVESTMENTS 



Fair value Historical cost % fair value Fair value Historical cost % fair value 

Investment properties recorded at their amortizes cost 400 400 0% 172 108 0% 


INVESTMENT PROPERTIES 400 400 0% 172 108 0% 


Bonds available for sale (1) 177,058 181,851 57% 159,654 160,563 60% 

Bonds recorded on a fair value basis for earnings (2) 1,308 1,308 0% 



BONDS 178,366 183,158 58% 159,654 160,563 60% 


Bond UCITS available for sale (1) 14,085 12,384 5% 




BOND UCITS 14,085 12,384 5% 





SHARES 

Equity UCITS available for sale (1) 51,500 41,654 17% 45,957 33,883 17% 



EQUITY UCITS 51,500 41,654 17% 45,957 33,883 17% 

Other UCITS available for sale (1) 25,760 24,729 8% 14,130 13,839 5% 


Other UCITS held for transaction purposes 54,171 53,683 17% 33,081 32,751 12% 

OTHER UCITS (3) 79,931 78,412 26% 47,211 46,590 18% 

FINANCIAL INSTRUMENTS ASSETS 309,797 303,224 100% 266,907 253,419 100% 



Other derivatives 


TOTAL FINANCIAL INVESTMENTS 310,197 303,624 100% 267,078 253,527 100% 

(1) Not including assets available for sale for which the impairment in value has been booked against earnings, which can be 

seen on the following line in the table 

(2) Excluding securities held for transaction purposes, which are presented on the following line in the table 


128 


2.0 


6.4.2. Unrealized capital gains or losses on financial investments 

DEC 31 


, 2007 DEC 31 st , 2006 


Historical Unrealized Unrealized 

Historical Unrealized Unrealized 

Fair value 

Fair value 

cost capital gains capital losses 

cost capital gains capital losses 

Investment properties recorded at their amortized cost 400 400 172 108 64 


INVESTMENT PROPERTIES 400 400 172 108 64 


Bonds available for sale (1) 177,058 181,851 639 -5,432 159,654 160,563 305 -1,214 

Bonds recorded on a fair value basis for earnings (2) 1,308 1,308 



BONDS 178,366 183,158 639 -5,432 159,654 160,563 305 -1,214 


Bond UCITS available for sale (1) 14,085 12,384 1,702 




BOND UCITS 14,085 12,384 1,702 





SHARES 

Equity UCITS available for sale (1) 51,500 41,654 10,510 -663 45,957 33,883 12,085 -11 



EQUITY UCITS 51,500 41,654 10,510 -663 45,957 33,883 12,085 -11 

Other UCITS available for sale (1) 25,760 24,729 1,253 -222 14,130 13,839 290 


Other UCITS held for transaction purposes 54,171 53,683 489 0 33,081 32,751 331 0 

OTHER UCITS (3) 79,931 78,412 1,741 -222 47,211 46,590 621 0 

FINANCIAL INSTRUMENTS ASSETS 309,797 303,224 12,891 -6,317 266,907 253,419 14,713 -1,225 



Other derivatives 


TOTAL FINANCIAL INVESTMENTS 310,197 303,624 12,891 -6,317 267,078 253,527 14,776 -1,225 

Of which, financial instrument assets available for sale 255,626 249,541 12,402 -6,317 233,826 220,669 14,382 -1,225 

Of which, financial instrument assets held for transaction purposes 54,171 53,683 489 0 33,081 32,751 331 0 

(1) Not including assets available for sale for which the impairment in value has been booked against earnings, which can be 

seen on the following line in the table 

(2) Excluding securities held for transaction purposes, which are presented on the following line in the table 


129 


2.0 


6.4.3. Financial investments recorded at fair value 



Fair value measured 

based on market data 

Fair value measured based 

on valuation techniques 

Total 

Dec 31 st , 2007 Dec 31 st , 2006 Dec 31 st , 2007 Dec 31 st , 2006 Dec 31 st , 2007 Dec 31 st , 2006 

Bonds 176,310 157,626 2,056 2,028 178,366 159,654 

Bond UCITS 14,085 14,085 

Shares 

Equity UCITS 51,500 45,957 51,500 45,957 

Other UCITS (1) 25,760 14,130 25,760 14,130 

Loans 

FINANCIAL ASSETS AVAILABLE FOR SALE (2) 253,571 231,797 2,056 2,028 255,626 233,826 

Investment properties 

Bonds 

Bond UCITS 

Equity UCITS 

Shares 

Other UCITS 

FINANCIAL ASSETS RECORDED ON A FAIR VALUE BASIS FOR EARNINGS (3) 

Bonds 

Bond UCITS 

Shares 

Equity UCITS 

Other UCITS (1) 54,171 33,081 54,171 33,081 

FINANCIAL ASSETS HELD FOR TRANSACTION PURPOSES 54,171 33,081 54,171 33,081 

TTOTAL FINANCIAL INVESTMENTS 307,741 264,879 2,056 2,028 309,797 266,907 

Subordinated debt 

Debt represented by securities 

Current accounts payable 

Operating liabilities 

Other liabilities 

FINANCIAL INSTRUMENT LIABILITIES RECORDED ON A FAIR VALUE FOR EARNINGS 

Financial instrument liabilities subject to hedge accounting 

Derivatives incorporated on insurance policies and investments 

Other derivative liabilities 

DERIVATIVE LIABILITIES RECORDED ON A FAIR VALUE BASIS 

TOTAL FINANCIAL LIABILITIES 


(2) Not including assets held for sale on which impairment has been recognized under earnings 

(3) Excluding securities held for trading 

130 


2.0 


6.5. Change in deferred taxes on the balance sheet 

6.5.1. Analysis of change in net deferred taxes by type 

CHANGE IN DEFERRED TAX 

ON THE BALANCE SHEET 


Change in fair value of securities classified 

as assets available for sale 

DEC 31 st , 

2006 

Earnings 

Shareholders’ 

equity 

Changes 

in scope 

DEC 31 st , 


-3,286 1,906 -1,380 

Pension commitments 803 263 257 1,323 

Profit-sharing 1,144 80 1,224 

Tax losses carried forward 265 260 1,094 1,619 

Other temporary differences 1,213 -884 444 773 

NET DEFERRED TAXES 139 -281 1,906 1,233 3,559 

6.5.2. Breakdown of deferred tax by due date 

DEFERRED TAX BY DUE DATE 

AT DEC 31 st , 2007 


Under 

1 year 

Over 

1 year 

Change in fair value of securities 

recorded as assets available for sale 

-1,380 

Pension commitments 1,323 

Profit-sharing 1,224 

Tax losses carried forward 1,619 

Other temporary differences 773 

NET DEFERRED TAXES 2,843 716 

6.6. Other assets 

6.6.1. Breakdown of receivables 


Receivables from insurance operations 

or reinsurance accepted 

Receivables from reinsurance cession 

operations 


Fair value Cost Fair value Cost 

21,630 21,630 3,351 3,351 

22,159 22,159 7,962 7,962 

Trade receivables 104,436 104,436 61,258 61,258 

Tax receivables due 3,084 3,084 312 312 

Other receivables 37,554 37,554 28,237 28,237 

TOTAL RECEIVABLES 188,863 188,863 101,120 101,120 

The fair value is not significantly different from their historical cost on account of the short maturities concerned and the 

nature of these assets. 

6.6.2. Breakdown of receivables by due date 


Receivables from 

insurance operations 


Receivables from 

reinsurance cession 

operations 

Under 

1 year 

21,630 

22,159 

DEC 31 st , 2007 

Over 

1 year 

Trade receivables 104,360 76 

Tax receivables due 3,059 25 

Other receivables 32,151 5,403 

TOTAL RECEIVABLES 183,359 5,504 

Over 

5 years 

131 


2.0 


6.6.3. Breakdown of other assets 

OTHER RECEIVABLES (In thousand euros) 


Balance 

sheet value 

% 

Balance 

sheet value 

Accounts receivables 418 1% 50 0% 

Other receivables 20,286 54% 18,023 64% 

Prov. for accounts receivable and other receivables -1,097 -3% -321 0% 

Pre-booked expenses 17,947 48% 10,485 36% 

TOTAL 37 554 100% 28,237 100% 

OTHER RECEIVABLES (In thousand euros) 


Balance 

sheet value 

% 

Balance 

sheet value 

Loans and deposits 4,844 90% 2,401 90% 

Interest and other long-term investments 239 4% 143 5% 

Other 328 6% 110 5% 

TOTAL 5,411 100% 2,654 100% 

% 

% 

with Article L 225-209 of the French Commercial Code, with 

a view to: 

Coordinating the market through an investment service 

provider under a liquidity agreement, 

Granting stock options to employees and/or corporate 

officers of the company and/or its Group, 

Contributing securities in payment or exchange in 

connection with external growth operations, 

Cancelling any shares acquired under the authorization 

granted by the general shareholders’ meeting. 

The quantitative and qualitative information making it 

possible to understand capital management under the 

present policy, as authorized by the General Meeting, and 

measure their translation into the accounts and the return 

on capital, is presented in Notes 6.8, 10 and 13. 

CASH 


Balance 

sheet value 

% 

Balance 

sheet value 

Marketable securities 96,568 54% 98,881 59% 

Provision on marketable securities - 0% -31 0% 

Cash and cash equivalents 81,150 46% 68,959 41% 

TOTAL 177,718 100 % 167,809 100% 

% 


Over the year 2007, 132,708 shares were purchased 

and 149,216 sold off. These operations resulted in a gain 

of 314,000 euros, booked directly against changes in 

consolidated shareholders’ equity. 

6.7. Capital management 

At December 31 st , 2007, the elements relating to the management 

of the company’s capital are exclusively those presented 

in the table outlining changes in shareholders’ equity. 

Any changes to the capital and the rights associated with the 

securities comprising it are subject to the legal provisions in 

force, with no specific measures applicable under the bylaws. 

The general shareholders’ meeting has authorized the 

company to trade in its own shares over the year, in accordance 

At December 31 st , 2007, APRIL GROUP held 155,067 

shares as treasury stock, acquired at an average price of 

42.30 euros, and booked against shareholders’ equity for a 

total of 6,559 thousand euros. 

132 


2.0 


6.9. Underwriting provisions for insurance policies 


Savings 

Health and personal 

protection 


Total insurance 

2007 2006 2007 2006 2007 2006 2007 2006 

Mathematical provisions 43,277 38,597 411 408 43,688 39,005 

Provisions for premiums not acquired 3,378 11,764 8,520 15,142 8 ,520 

Provisions for claims (1) 42 119,949 94,897 73,833 70,736 193,823 165,633 

Provisions resulting from recoverability tests 

Provisions for profit-sharing 

Provisions for current contingencies 733 1,067 733 1,067 

Others provisions 903 40 903 40 

GROSS UNDERWRITING PROVISIONS - INSURANCE POLICIES 42 167,507 133,533 86,741 80,731 254,289 214,264 

Mathematical provisions ceded 5,251 4,166 5,251 4,166 

Provisions for premiums not acquired ceded 238 166 238 166 

Provisions for claims ceded 43,193 45,177 31,448 31,001 74,641 76,178 

Provisions resulting from recoverability tests ceded 

Provisions for profit-sharing 

Provisions for current contingencies 

Other provisions ceded 

TRANSFEREE AND RETROCESSION SHARE IN UNDERWRITING PROVISIONS 

(GROSS) - INSURANCE POLICIES 

48,444 49,343 31,686 31,168 80,130 80,510 

NET UNDERWRITING PROVISIONS 42 119,062 84,190 55,055 49,563 174,159 133,754 

(1) Of which, IBNR = 15,705 12,030 16,724 11,924 32,011 23,888 

Of which, provisions for management costs 2,869 2,198 3,669 4,796 6,278 4,992 

(2) Of which, IBNR = 3,788 3,927 3,930 2,079 7,718 6,006 

Of which, provisions for management costs 691 717 691 717 

133 


2.0 


Change in provisions for claims 

Change in gross values 


Savings 


protection 




GROSS PROVISIONS FOR CLAIMS TO BE SETTLED AT JAN 1 st (1) 133,493 110,255 71,144 50,287 204,637 160,541 

Total cost of claims (2) 42 96,202 86,637 49,349 58,301 145,592 144,938 

Total payments (2) (3) -66,469 -63,399 -43,652 -37,443 -110,121 -100,842 

Change in basis for consolidation and changes in accounting method -2,597 -2,597 

Change in exchange rate 

GROSS PROVISIONS FOR CLAIMS TO BE SETTLED AT DEC 31 st 42 163,226 133,493 74,244 71,144 237,511 204,637 

(1) Including mathematical provisions 

(2) Over year and prior 

(3) To be deducted since included in total cost of claims 

Change in reinsurer share 


Savings 


protection 




REINSURER SHARE IN PROVISIONS FOR CLAIMS 

TO BE SETTLED AT JAN 1 st (1) 

49,343 36,011 31,001 13,338 80,344 49,349 

Total cost of claims (2) 27,424 40,507 16,834 29,840 44,258 70,348 

Total payments (2) (3) -28,323 -27,175 -16,388 -12,177 -44,710 -39,352 

Change in basis for consolidation and changes in accounting method 

Change in exchange rate 

REINSURER SHARE IN PROVISIONS FOR CLAIMS 

TO BE SETTLED AT DEC 31 st (1) 

48,444 49,343 31,448 31,001 79,892 80,344 

(1) Including mathematical provisions 

(2) Over year and prior 

(3) To be deducted since included in total cost of claims 

134 


2.0 


6.10. Technical liabilities for investment policies 

6.12. Financial liabilities 

In light of the development of business on the life insurance 

savings market, technical liabilities were recorded for the 

first time in 2007 linked to investment policies without any 

discretionary profit-sharing for a total of 8,322 thousand 

euros. 


The main actuarial assumptions retained as Group standards 

for determining provisions for retirement benefits are as 

follows: 

Discount rate: 4% 



Other provisions for contingencies and losses primarily 

concern commitments made in connection with the relocation 

process undertaken by several Group companies. 

Provisions for disputes primarily correspond to disputes linked 

to the operational activities of APRIL GROUP companies, none 

of which represent a significant amount on their own. 

6.12.1. Breakdown of financial liabilities 

BREAKDOWN OF FINANCIAL LIABILITIES 



Balance 

sheet value 

% 

Balance 

sheet value 

Subordinated debt 1,524 5% 1,524 19% 


Borrowings from credit institutions 10,703 35% 1,021 13% 

Other financial debt 18,078 60% 5,478 68% 

BORROWINGS AND FINANCIAL DEBT RECORDED 

ON AN AMORTIZED BASIS 

30,305 100% 8,023 100% 

Subordinated debt 


Borrowings from credit institutions 

Other financial debt 

BORROWINGS AND DEBT RECORDED 

ON A FAIR VALUE BASIS FOR EARNINGS 

Derivatives incorporated for insurance policies 

Derivative liabilities subject to hedge accounting 

Other derivative liabilities 

DERIVATIVE LIABILITIES 

TOTAL FINANCIAL LIABILITIES 30,305 100% 8,023 100% 

which, financial instrument liabilities held for transaction 

purposes 

% 



DEC 31 st , 

2006 

Changes 

in scope 

Increase 

Decrease 

DEC 31 st , 




Other provisions for contingencies and 

losses 

TOTAL PROVISIONS FOR CONTINGENCIES 

AND LOSSES 

8,430 255 2,252 -5,278 5,659 

15,447 1,388 3,466 -6,024 14,277 

Financial liabilities resulting from commitments to buy out 

minority interests are recorded under other financial debt and 

totaled 15,118 thousand euros at December 31 st , 2007. 

135 


2.0 


6.12.2. Breakdown of financial liabilities by due date 


Under 

1 year 

Over 

1 year 

Under 

5 years 

Subordinated debt 1,524 

Borrowings from credit institutions 1,951 6,006 2,746 

Other financial liabilities 2,316 15,762 

TOTAL FINANCIAL LIABILITIES 4,267 21,768 4,270 

6.13. Other liabilities 

6.13.1. Breakdown of other liabilities 

BREAKDOWN OF OTHER LIABILITIES 


Liabilities from insurance operations 



Balance 

sheet value 

% 

Balance 

sheet value 

6,919 2% 5,191 2% 

Liabilities from reinsurance operations 

ceded 

37,449 12% 29,752 13% 

Operating liabilities 194,912 61% 131,275 58% 

Tax liabilities due 1,929 1% 4,540 2% 

Other liabilities 77,851 24% 54,555 24% 

TOTAL OTHER LIABILITIES 319,060 100% 225,313 100% 

6.13.2. Breakdown of other liabilities by due date 

% 

6.13.3. Breakdown of other liabilities 

In thousand euros DEC 31 st , 2007 DEC 31 st , 2006 

CURRENT BANK BORROWINGS 10,326 6,584 

OTHER LIABILITIES 


Balance 

sheet value 

% 

Balance 

sheet value 

Personnel liabilities 31,905 41% 24,796 45% 

Tax liabilities (excluding corporate 

income tax) 

7,352 9% 5,980 11% 

Current accounts payable 2,219 3% 650 1% 

Other liabilities 10,087 13% 11,819 22% 

Pre-booked income 26,288 34% 11,310 21% 

Investment subsidies 

TOTAL OTHER LIABILITIES 77,851 100% 54,555 100% 

OPERATING LIABILITIES 


Balance 

sheet 

value 

% 

Balance 

sheet 

value 

Trade payables 147,212 76% 102,395 78% 

Advances and deposits received 46,868 24% 28,668 22% 

Fixed asset-related payables 832 212 

TOTAL OPERATING LIABILITIES 194,912 100% 131,275 100% 

% 

% 


Under 

1 year 

Over 

1 year 

Liabilities from insurance operations or reinsurance 

accepted 

6,919 

Liabilities from reinsurance operations ceded 37,449 

Operating liabilities 193,071 1,841 

Tax liabilities due 1,929 

Other liabilities 66,381 11,470 

TOTAL OTHER LIABILITIES 305,749 13,311 

Under 

5 years 

6.14. Financial futures 

At December 31 st , 2007, APRIL GROUP did not own any financial futures. 

136 


2.0 


Note 7. Notes to the cash-flow statement 

7.4. Cash position 

7.1. Net expenses without any impact on cash-flow 

In thousand euros Dec 31 st , 2007 

Net depreciation and provisions 7,486 

Change in provisions for claims 33,728 

hange in value of goodwill -26 

Income and expenses calculated linked 

to stock options and related 

7.2. Cash-flow 

7.3. Change in assets and liabilities 

528 

Diferred taxes 282 

NET EXPENSES WITHOUT ANY IMPACT 

ON CASH-FLOW 

41,998 


Consolidated net income 72,111 

Elimination of net expenses without any 

impact on cash-flow 

41,998 

Income from disposals and other income 62 

CASH-FLOW 114,171 


Change in receivables and liabilities 

from insurance operations 

-7,886 

Other changes in receivables and liabilities 15,262 

CHANGE IN ASSETS AND LIABILITIES 7,376 


Note 8. Transactions with related parties 

Year-end cash position 

Balance sheet Dec 31 st , 2006 

Change 

Year-end cash position 

Balance sheet Dec 31 st , 2007 

Bank balances 68,959 12,191 81,150 

Placements court terme 98,850 -2,282 96,568 

Short-term financial debt -6,584 -3,742 -10,326 

TOTAL 161,225 6,167 (1) 167,392 

In 2007, the company or one of its subsidiaries carried out the following transactions with affiliates (amounts presented > 50 

thousand euros): 

Nature of ties 

Nature of service 

Expense/Income 

for the Group 

Amount for 2007 


Kaelia Common director External communications Expense 889 

Evolem* Common manager External growth assistance Expense 145 

Evolem* Common manager Real estate rental Income 86 

Terre d’Entreprise Manager / director Training Expense 600 

ALP Common director Provision of resources (including rental) Expense 271 

ALP Common director Brand royalty Expense 239 

ALP Common director Provision of resources Income 59 

MUTUALP Common director Brokerage activity Income 501 

PHIMAVAL Common manager Real estate rental Expense 95 

INTERACTION FINANCES Common manager Provision of services Expense 70 

COURTIERS REUNIS Common director Brokerage activity Expense 208 

REUNIRASSURANCE Common manager Brokerage activity Income 520 

SF3C Common director Provision of services Expense 382 

ESSOR Common manager Brokerage activity Income 314 

ESSOR Common manager Provision of resources (including rental) Expense 106 

MONCEAU - CIAM Manager and director Management mandate Income 2,885 

Hannover Re Manager and director Reinsurance Expense 3,685 

* Evolem, APRIL GROUP’s majority shareholder, held 61.67% of the share capital at December 31 st , 2007 

(1) Cf. Cash-flow statement 

137 


2.0 


Furthermore, APRIL GROUP is a founding member of the 

micro-insurance association “Entrepreneur dans la Cité”, 

paying in 500 thousand euros in this respect over 2007. 

Note 9. Financial and insurance risk management 

9.1. Classification of risks under IFRS 7 and IFRS 4 

9.1.1. Financial risks 

IFRS 7 recognizes the following categories of financial risks: 

Market risk: this risk can be broken down into the foreign 

exchange risk, fair value risk on fixed-rate financial 

instruments, and value risk on listed instruments; 

Credit risk: this corresponds to the risk of default by 

an issuer or counterparty, i.e. the risk for a creditor of 

definitively losing their debt insofar as the debtor will be 

unable, even by liquidating all of its assets, to pay back all 

of its commitments; 

Liquidity risk: this concerns the risk of not being able to 

sell a financial instrument at a value close to its fair value. 

It may result in it effectively being impossible to sell the 

instrument (absence of market, buying counterparty), or in 

an illiquidity discount; 

Cash-flow risk linked to interest rates: for variable-rate 

financial instruments, changes in rates imply changes in the 

company’s future cash-flows. 

9.1.2. Insurance risk 

Under IFRS 4, policies must be classified as either insurance 

policies or investment policies. 

IFRS 4 specifies that a policy is classified as an insurance 

policy if it exposes the insurance company to an insurance 

risk, which corresponds to a non-financial risk taken on by 

the insurer. 

9.2. Brokerage 

9.2.1. Nature of associated risks 

The Group’s brokerage companies are exposed to the 

financial risks presented in Section 9.1. 

9.2.2. Management of brokerage risks 

Through its financial model, where cash-flow generates 

a negative working capital requirement, the brokerage 

business enables the Group to achieve a very low level of 

debt, reducing the volume of financial liabilities exposed. 

The cash-flow generated by the Group’s brokerage companies 

is fully invested in short-term financial investments, primarily 

through the APRIL Trésorerie mutual fund. The APRIL 

Trésorerie mutual fund represents a fund of funds, equivalent 

to a cash-based UCITS (“monetary equivalent”), and therefore 

involves zero capital risk and very low volatility. 

9.2.3. Analysis of sensitivity 

The income generated by cash-flow from the Group’s 

brokerage companies is therefore sensitive to changes in the 

benchmark monetary rate: EONIA. For reference, a 100 basis 

point change in the EONIA on average over 2007 would have 

had an impact on the Group’s financial result representing 

1,105 thousand euros. 

9.3. Insurance companies 

9.3.1. Nature of associated risks 

Companies are exposed to financial risks in terms of both 

the financial assets that they hold and the financial liabilities, 

including investment policies, that they take out. 

They are exposed to the insurance risk through the portfolios 

of insurance policies that they hold. 

The Group is present on the health, personal protection and 

property and casualty insurance sectors through a portfolio 

of insurance policies, the main characteristics of 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 are 

valued in line with the methods traditionally used and in 

accordance with the French Insurance Code based on various 

statistical and actuarial processes. 

138 


2.0 


In 2007, the Group also developed its business in the life 

and savings sector through a portfolio of investment policies 

without any discretionary profit-sharing. 

The corresponding risks are borne by subscribers. An 

optional guarantee (capped in terms of its amount) may be 

put in place when taking out such policies. In the event of 

subscription, this guarantee is broken up and assimilated 

with an insurance policy under IFRS. 

9.3.2. Procedure for managing financial risks relating 

to insurance companies 

The Group’s portfolio primarily comprises insurance company 

investments, the financial management of which is delegated 

in most cases to specialized service providers within the 

framework of mandates. 

Insurance regulations define strict criteria for the eligibility of 

financial instruments as well as exposure limits, rules for the 

distribution of the portfolio between various instruments, 

and rules governing the distribution of risks. In addition, 

they stipulate that no financial futures may be used for the 

management of investments. 

In connection with this management, the Group does not 

currently use any instruments to hedge against financial risks. 

Neither does APRIL GROUP hold any securitization vehicles 

(CDO or other) in its portfolios. 

9.3.3. Exposure to financial risks 

Market risk 

The following table presents all of the Group’s financial assets exposed to equity market risks by region: 

EQUITY RISK EXPOSURE 

BY PLACE OF LISTING 


Dec 31 st , 


Europe USA Other zones Total 

Dec 31 st , 

2006 

Dec 31 st , 


Dec 31 st , 

2006 

Dec 31 st , 


Dec 31 st , 

2006 

Dec 31 st , 


Dec 31 st , 

2006 


Shares recorded on a fair value 

basis for earnings 



SHARES 

Equity UCITS available for sale (1) 49,328 41,420 2,172 4,537 51,500 45,957 

Equity UCITS recorded on a fair value 

basis for earnings 

Equity UCITS held for transaction 

purposes 

EQUITY UCITS 49,328 41,420 2,172 4,537 51,500 45,957 

TOTAL PORTFOLIO 49,328 41,420 2,172 4,537 51,500 45,957 

In% 95.8% 90.1% 4.2% 9.9% 100.0% 100.0% 

(1) Not including assets available for sale on which the impairment in value has been booked against earnings. 

139 


2.0 


Foreign exchange risk 

The following table presents the exposure to foreign exchange market risks for all of the Group’s financial assets and liabilities: 

FINANCIAL INSTRUMENT EXPOSURE TO FOREIGN 

EXCHANGE RISK (1) 

Book value in currency 

(thousands) 

Dec 31 st , 2007 Dec 31 st , 2006 

Book value 


Book value in currency 

(thousands) 

Book value 


Notional amount in currencies 

for derivatives 


Financial assets denominated in EUR - 305,954 - 244,768 

Financial assets denominated in GBP 1,768 2,411 1,579 2,345 

Financial assets denominated in USD 9,987 7,570 

Financial assets denominated in other currencies - 1,432 - 12,224 

TOTAL FINANCIAL ASSETS 309,797 266,907 

Financial liabilities denominated in EUR 30,305 8,023 

Financial liabilities denominated in GBP 

Financial liabilities denominated in USD 

Financial liabilities denominated in other currencies 

TOTAL FINANCIAL LIABILITIES 30,305 8,023 

(1) Including direct exposure to currencies through UCITS held (foreign exchange risk not hedged) 

140 


2.0 


Interest rate risk 

The following table presents all of the Group’s financial assets exposed to fixed-income market risks by maturity: 

TYPE OF FINANCIAL ASSETS (1) 


Interest 

rate (2) 

Under 

1 year 

Breakdown by maturity at Dec 31 st , 2007 

Under 

2 years 

Under 

3 years 

Under 

4 years 

Under 

5 years 

Over 

5 years 

Book value 


Book value 

Dec 31 st , 2006 


Bonds held for sale (3) 28,268 19,881 12,073 24,567 10,175 44 824 139,788 131,335 

Bonds recorded on a fair value basis for earnings (4) 929 929 



BONDS EXPOSED TO FAIR VALUE RISK 28,268 19,881 12,073 24,567 10,175 45,753 140,717 131,335 

Bonds UCITS held through to maturity 

Bonds UCITS held for sale (3) 14,085 

Bonds UCITS recorded on a fair value basis for earnings 

Bonds UCITS held for transaction purposes 

Unlisted bonds UCITS (amortized cost) 

BOND UCITS EXPOSED TO FAIR VALUE RISK 14,085 


Derivatives incorporated for insurance policies and investment 


DERIVATIVE ASSETS EXPOSED TO FAIR VALUE RISK 


FINANCIAL INSTRUMENTS EXPOSED TO FAIR VALUE RISK (5) 3.87% 28,268 19,881 12,073 24,567 10,175 45,753 140,717 145,421 


Bonds held for sale (3) 2,628 1,000 5,447 2,974 25,222 37,271 28,318 

Bonds recorded on a fair value basis for earnings (4) 378 378 



BOND UCITS EXPOSED TO CASH-FLOW RISK 2,628 1,378 5,447 2,974 25,222 37,649 28,318 

Bonds UCITS held through to maturity 

Bonds UCITS held for sale (3) 

Bonds UCITS recorded on a fair value basis for earnings 

Bonds UCITS held for transaction purposes 

Unlisted bonds UCITS (amortized cost) 

141 


2.0 


TYPE OF FINANCIAL ASSETS (1) 


Interest 

rate (2) 

Under 

1 year 

Breakdown by maturity at Dec 31 st , 2007 

Under 

2 years 

Under 

3 years 

Under 

4 years 

Under 

5 years 

Over 

5 years 

Book value 


Book value 

Dec 31 st , 2006 

BOND UCITS EXPOSED TO CASH-FLOW RISK 


Derivatives incorporated for insurance policies and investment 


DERIVATIVE ASSETS EXPOSED TO CASH-FLOW RISK 


FINANCIAL INSTRUMENTS EXPOSED TO CASH-FLOW RISK (5) - 2,628 1,378 5,447 2,974 25,222 37,649 28,318 

FINANCIAL ASSETS EXPOSED TO INTEREST RATE RISK - 30,896 21,259 12,073 30,014 13,149 70,975 178,366 173,739 

In % 17.3% 11.9% 6.8% 16.8% 7.4% 39.8% 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 for amortized 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) 

The financial liabilities exposed to interest rate risks are not significant. 

142 


2.0 


Credit risk 

Credit risk exposure based on issuer ratings for bonds 

held 

In line with the management of company bond portfolios 

and in order to limit the credit risk, various rules have been 

defined in terms of ratings for issuers selected by duly 

authorized financial organizations. 

The following table presents a breakdown of financial assets 

exposed to an interest rate risk by issuer rating. 

TYPE OF FINANCIAL ASSETS 



Breakdown at Dec 31 st , 2007 by rating (1) 

ND AAA AA 

Book value 

Dec 31 st , 


Book value 

Dec 31 st , 

2006 

Bonds available for sale (2) 1,003 78,913 28,766 53,718 14,658 177,058 159,654 

Bonds recorded on a fair value basis 

for earnings (3) 



A+ to 

A- 

BBB+ 

to 

BBB- 

< BBB 

1,308 1,308 

BONDS EXPOSED TO CREDIT RISK 1,003 78,913 28,766 53,718 15,966 178,366 159,654 


Bond UCITS available for sale (2) 14,085 

Bond UCITS recorded on a fair value basis 

for earnings (3) 



BOND UCITS EXPOSED TO CREDIT RISK 14,085 

TOTAL 1,003 78,913 28,766 53,718 15,966 178,366 173,739 

% 0.6% 44.2% 16.1% 30.1% 9.0% 100.0% 

Credit risk exposure through reinsurance operations 

The rating of reinsurers is considered to be a decisive 

criterion for the Group when selecting its reinsurer partners 

since it reflects their financial soundness. 

(1) Standard & Poors 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 table 

ND AAA AA 

Dec 31 st , 2007 (1) 

A+ 

to A- 

BBB+ to 

BBB- 

< BBB Total 

Total premiums ceded 20,467 1,173 47,436 20,788 332 0 90,195 

% of premiums ceded 22.7% 1.3% 52.6% 23.0% 0.4% 0.0% 100.0% 

Reminder Dec 31 st , 2006 20.6% 1.2% 61.1% 16.3% 0.8% 0.0% 100.0% 

Number of reinsurers 6 1 4 3 1 15 

% of number of reinsurers 40.0% 6.7% 26.7% 20.0% 6.7% 0.0% 100.0% 

Reminder Dec 31 st , 2006 41.7% 8.3% 16.7% 25.0% 8.3% 0.0% 100.0% 

(1) Notation Standard & Poors (long terme) 

143 


2.0 


Liquidity risk 

Most of the financial investments held by APRIL GROUP are 

admitted for trading on an official listing market or equivalent 

and involve a low liquidity risk. 

The following table presents a breakdown of the financial 

assets held by APRIL GROUP by their level of liquidity: 

Book value at Dec 31 st , 2007 


Shares Bonds UCITS 

Other 

assets 

Total 

% 

of total 

Reminder 

Dec 31 st , 06 

Listed securities or UCITS 

with daily valuation 

176,307 110,601 286,909 92.6% 99.0% 

UCITS with non-daily valuation 11,257 11,257 3.6% 0.3% 

Unlisted securities 2,056 9,575 11,631 3.8% 0.8% 

TOTAL 178,363 121,859 9,575 309,797 100.0% 100.0% 

9.3.4. Analysis of sensitivity to financial risks 

Analysis of equity and foreign exchange market risk 

sensitivity 

The following table presents the results of a simulation of 

the impacts of changes in the foreign exchange and equity 

markets across all APRIL GROUP portfolios. 

For UCITS lines, the impact has been calculated on a 

transparent basis, i.e. the indirect impact of the makeup 

of UCITS assets held (in terms of target equity market and 

currencies) has been reflected in the overall portfolio. 

As an assumption, for all financial assets exposed to equity 

and foreign exchange markets, a sensitivity rate of 1 has 

been applied. 

Analysis of interest rate risk sensitivity 

The following table presents the results of a simulation of 

the impacts of a change in the fixed-income markets on the 

APRIL GROUP’s entire bond portfolio. 

The figures for financial instruments exposed to a fair value 

risk correspond to the impact that a change in rates would 

have on the valuation of fixed-rate bond lines held in the 

portfolio. It has been calculated directly based on the 

sensitivity of the bond portfolio. 

MARKET RISK SENSIVITY OF FINANCIAL ASSETS 


INTEREST RATE RISK SENSITIVITY OF FINANCIAL 

ASSETS (in thousand euros) 

BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS 

Impact 

on fair 

value 

Impact on 

consolidated 

income 

Impact on 

shareholders’ 

equity 

Impact 

on fair 

value 

Impact on 

consolidated 

income 


Impact 

on fair 

value 

+/- 1% change in risk-free return rate 4,982 -227 4,982 4,165 -222 4,165 

Of which, financial instruments exposed to fair value risk 4,982 4,982 4,165 4,165 

Of which, financial instruments exposed to cash-flow risk -227 -222 

AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS 

Impact on shareholders’ equity 


BEFORE IMPACT OF HEDGING FINANCIAL INSTRUMENTS 5,635 7,702 

+/- 10% change in CAC index (1) 5,251 5,488 

+/- 10% change in DJ index (1) 

+/- 10% change in exchange rate for euro / other currencies 384 2,214 

AFTER IMPACT OF HEDGING FINANCIAL INSTRUMENTS 5,635 7,702 

+/- 10% change in CAC index (1) 5,251 5,488 

+/- 10% change in DJ index (1) 

+/- 10% change in exchange rate for euro/other currencies 384 2,214 

(1) Impact of the change in the various markets 

+/- 1% change in risk-free return rate 4,982 -227 4,982 4,165 -222 4,165 

Of which, financial instruments exposed to fair value risk 4,982 4,982 4,165 4,165 

Of which, financial instruments exposed to cash-flow risk -227 -222 

144 


2.0 


The figures for financial instruments exposed to a cash-flow 

risk correspond to the impact that a change in rates would 

have on the annual total for provisional coupons received on 

variable-rate bonds held in the portfolio. 

9.3.5. Insurance risk management process 

The Group’s risk policy, the main aspects of which are defined 

on a centralized basis within commitment committees, 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 loss 

ratio for insurance companies are as follows: 

Property and casualty insurance 

Auto branch: a normal series of major claims (serious 

accidents with bodily injuries); 

Retail and corporate comprehensive branches: an abnormal 

series of major claims on various premises or sites (fire, gas 

explosion, etc.) or a natural disaster (storm, earthquake, 

etc.). 

Health and personal protection: 

Death in connection with a policy concerning a major 

amount 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 

Death in connection with a policy concerning a major 

amount of capital, combined with a lasting downfall of 

financial markets. 

These risks are reduced on two levels: 

Upstream, through the underwriting policy (highly selective 

choice of risks, restrictions on concentrations, capping of 

retention thresholds, application of high unit deductibles); 

Downstream, through the reinsurance policy (cession of 

share in risks, capping of larger claims, limitation of the 

number of occurrences per event). 

9.3.6. Bonus/malus monitoring 

A review of underwriting provisions over the last few years 

makes it possible to see the recurrent generation of bonus 

premiums. 

145 


2.0 


Note 10. Share-based payments 

10.1. Monitoring of stock option and warrant schemes 

Plan n°5 Plan n°6 Plan n°7 Plan n°8 Plan n°9 Plan n°10 Plan n°11 Plan n°12 Plan n°13 Plan n°14 Plan n°15 Plan n°16 Plan n°17 Plan n°18 

Date of Board of Directors meeting 26/04/01 13/12/01 25/04/02 12/12/02 24/04/03 29/04/04 28/04/05 28/04/05 28/04/06 28/04/06 10/07/06 26/04/07 26/04/07 26/04/07 

Total number of shares offered 

on plan date 

373,500 80,000 76,000 25,000 37,000 44,000 47,000* 65,000 70,000 10,000 116,000 40,000 21,000 226,000 

Option exercise start date 26/04/06 14/12/06 26/04/07 13/12/07 25/04/08 30/04/09 01/05/09 01/05/09 29/04/10 29/04/10 11/07/10 27/04/13 27/04/11 27/04/11 

End date 25/04/08 13/12/08 25/04/09 12/12/09 25/04/10 30/04/11 30/04/11 30/04/11 28/04/12 28/04/12 10/07/12 26/04/14 26/04/13 26/04/13 

Subscription price €20.21 €16.86 €16.69 €15.57 €13.91 €15.94 €23.43 €23.43 €42.32 €42.32 €39.42 €40.56 €40.56 €40.56 

NUMBER OF STOCK OPTIONS AT 

END DECEMBER 2007 

11,953 2,000 15,685 13,550 32,000 20,000 41,000 45,000 60,000 0 116,000 40,000 21,000 213,000 

* Plan subject to compliance with economic targets. 

In accordance with IFRS 2, the cost of share-based compensation 

schemes for employees is recorded in the 

consolidated financial statements. 

In this respect, the amount recorded for 2007 came to 528 

thousand euros. 

10.2. Valuation model used 

The Black and Scholes option valuation model has been used 

to determine the fair value of options on April shares up to 

2006. The Merton model, based on the Black and Scholes 

model, has been used since January 1 st , 2007. The change of 

calculation method has not had any significant effects. The 

assumptions for the valuation and the fair value of options 

are presented below: 

FAIR VALUE OF STOCK OPTIONS 2007 2006 

Dividend rate 0.9% 0.47% 

Volatility 30% 27.85% 

Risk-free rate 4% 3.68% 

AVERAGE WEIGHTED FAIR VALUE OF 

OPTIONS ON DATE GRANTED 

€12.35 €10.36 

The expected dividend assumption is based on the market 

consensus. 

The risk-free interest rate is based on the French government 

bond rate curve for the corresponding maturity. 

Note 11. Investments 

Investments in tangible or intangible fixed assets over the 

period were not significant. 

146 


2.0 


Note 12. Off-balance sheet commitments 

The Group’s off-balance sheet commitments in relation to 

third parties were as follows at December 31 st , 2007: 


Commitments 

given 

Commitments 

received 

Collateral 8,079 80,453 (1) 

Mortgages N/A N/A 

Guarantees 50 158 

Other 74 N/A 

TOTAL 8,203 80,606 

(1) Collateral received in connection with reinsurance operations 

Commitments to buy out minority interests: 

The commitments to buy out minority interests that do not 

comply with the rule set forth in Note 1.28 are presented 

below: 


Minority 

interest share 

Note 13. Net income and dividends 

The company calculates earnings per share and fully diluted 

earnings per share: 

Earnings per share do not factor in any potential shares. 

LThey are drawn up based on the weighted average number 

of shares outstanding over the year. 

Fully diluted earnings per share are determined factoring in 

any dilutive shares issued in connection with stock option 

schemes. In this way, earnings per share can be presented 

as follows: 

Dividends paid in 2007, 2006 and 2005 relative to 2006, 

2005 and 2004 came to 

16,293 K€ (0.4 € per share includin treasury shares), 

13,395 K€ (0.33 € per share) and 8,896 K€ (0.22 € 

per share). 

Minority 

commitment 

to sell 

Group 

commitment 

to purchase 

Option period 

APRIL Cover 30% Yes Yes 30/06/2012 to 30/06/2013 

L&E Title Insurance Services 14% No Yes 01/01/2009 to 30/06/2020 (1) 

APRIL North America 30.1% Yes Yes 30/06/2012 to 30/09/2025 

APRIL Yacht Broker di Assicurazioni 30% Yes Yes From 01/07/2007 (1) 

APRIL Santé 2.62% Yes Yes From 31/03/2018 

Solidaris 20% Yes Yes From 01/04/2018 

APRIL Réunion 8.75% Yes Yes From 01/04/2011 

Assinco 20% Yes Yes 01/01/2012 to 30/06/2016 

A dividend of 0.44 euro per share, representing a total 

dividend payment of 17,957 thousand euros, will be put 

forward for approval at the general shareholders’ meeting 

on April 24 th , 2008. This distribution is not recorded under 

accrued expenses in the financial statements. 

NET INCOME Dec 31 st , 2007 

NET INCOME 72,111 

Weighted number of ordinary shares at 

year-start (thousands) 

40,732 

Shares issued excluding options 

Options exercised 79 

Treasury stock -155 

WEIGHTED NUMBER 

OF ORDINARY SHARES 

40,656 

NET INCOME PER SHARE 1.77 

Dilutive instruments: stock options 631 

WEIGHTED NUMBER OF ORDINARY 

SHARES AFTER INTEGRATION OF POTEN- 

41,287 

TIAL DILUTIVE INSTRUMENTS 

NET INCOME (FACTORING IN IMPACT OF 

DILUTIVE INSTRUMENTS AS RELEVANT) 

DILUTED NET EARNINGS PER SHARE 1.75 

14. Post-balance sheet events 

None. 

(1) Not able to be calculated 

147 


3.0 Statutory 3.0 

report on the consolidated financial statements 

Statutory Auditors’ report on the consolidated financial statements 

Auditors’ 

Year ended December 31 st , 2007 


Pursuant to the mandate given to us at the general 

shareholders’ meeting, we have audited the consolidated 

financial statements of APRIL GROUP for the financial year 

ended December 31 st , 2006, as contained in this report on 

pages 93 to 147. 

The consolidated financial statements are the responsibility 

of the Directors’ Board. Our responsibility is to express an 

opinion on these accounts based on our audit. 

1. Opinion on the consolidated financial statements 


standards applicable in France. These standards require that 

we plan and perform the audit to obtain reasonable assurance 

that the consolidated financial statements are free from any 

material misstatements. An audit includes examining, on a 

test basis, evidence supporting the information contained 

in these accounts. An audit also involves assessing the 

accounting principles used and the significant estimates 

made when drawing up the accounts, as well as evaluating 

the overall presentation of the financial statements. 

We believe that our audit provides a reasonable basis for the 

opinion presented hereafter. 

We certify that the consolidated financial statements for the 

year 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 comprising the parties and entities included in the 

basis for consolidation. 

2. Basis for our opinions 

Pursuant to the provisions of Article L.823-9 of the French 

Commercial Code relative to the forming of our opinions, we 

would like to draw your attention to the following points: 

Indefinite intangible fixed assets and goodwill are subject 

to an annual impairment test under the conditions 

described in Note 1.16. Our work consisted of assessing 

the data and assumptions used for estimates, notably the 

cash flow forecasts drawn up by the company, checking 

the calculation methodology applied and assessing the 

valuations determined in this way; 

Financial assets are recognized and valued in line with 

the conditions set out in Note 1.17 to the consolidated 


148 


3.0 

Statutory Auditors’ report on the consolidated financial statements 

We have assessed the implementation of these valuation 

conditions, and the consistency of the classification 

retained with the Group’s principles: 

Certain technical items that are specific to the insurance 

and reinsurance business with regard to assets and 

liabilities in your company’s statutory financial statements 

are estimated based on regulatory procedures and using 

statistical data and actuarial techniques. The conditions for 

determining these elements are presented in Note 1.23. 

We have verified the reasonable nature of the assumptions 

retained in the calculation models used, notably with regard 

to the Group’s experience, its regulatory and economic 

environment, as well as the overall coherency of these 

assumptions. 

The assessments made in this way are part of our audit of the 

consolidated financial statements in general and therefore 

contributed to the formation of our opinion, expressed in the 

first part of this report. 

3. Specific procedure 

Furthermore, we have also verified the information given in 

the Group Management Report. 

We have no observations to make regarding its sincerity or 

its application for the consolidated financial statements. 

Villeurbanne, March 3 rd , 2008 


Mazars 


Max Dumoulin 



149 


04 

P. 



Statutory 

151 1. APRIL GROUP statutory financial statements at December 31 st , 2007 

P. 154 2. Highlights 

P. 155 3. Notes to the statutory financial statements of APRIL GROUP SA 

04 Statutory 

P. 164 4. Statutory Auditors’ general report 

P. 166 5. Special Statutory Auditors’ report on regulated agreements 

P. 170 6. Combined General Shareholders’ Meeting on April 24 th , 2008: Resolutions 

P. 178 7. Index of headings 


1.0 APRIL GROUP statutory financial statements at December 31 st , 2007 

APRIL GROUP statutory financial statements at December 31 st 

, 2007 

Income statement 

In thousand euros Note 2007 2006 2005 

REVENUES 10 

Operating subsidies 18 

Write-backs on amortization and provision 9 510 3,217 3,508 

Transferred, expenses 

Other income 

TOTAL OPERATING INCOME 510 3,217 3,526 

Other purchases and external expenses 11 2,472 2,221 2,733 

Tax 318 296 313 

Salaries and wages 2,057 1,881 1,716 

Personnel costs 1,067 1,049 752 

Fixed asset depreciation 2.2 192 155 194 

Fixed asset provisions 

Current asset provisions 

Provisions for contingencies and losses 9 4,861 6,001 3,208 

Other expenses 92 95 93 

TOTAL OPERATING EXPENSES 11,059 11,698 9,009 

OPERATING INCOME -10,549 -8,481 -5,483 

Dividends received 94,246 34,418 39,303 

Other financial income 11,617 3,290 12,870 

Financial expenses 1,817 124 3,450 

NET FINANCIAL INCOME 12 104,046 37,584 48,723 

CURRENT INCOME BEFORE TAX 93,497 29,103 43,240 

Non-recurring income 25,248 86 8,692 

Non-recurring expenses 22,884 86 10,926 

NON-RECURRING INCOME 13 2,364 0 -2,234 

INCOME BEFORE TAX 95,861 29,103 41,006 

Employee profit-sharing 159 

Corporate income tax 14 -8,797 -3,384 -3,290 

NET INCOME 104,658 32,487 44,137 

151 


1.0 

APRIL GROUP statutory financial statements at December 31 st , 2007 

Balance sheet 

In thousand euros Note 2007 2006 2005 

ASSETS 

Gross 

Depreciation and 

provisions 

Net Net Net 

Intangible fixed assets 2.1 1,162 961 201 25 51 

Tangible fixed assets 2.1 995 752 243 317 364 

Long-term investments 2.1 270,745 2,267 268,478 142,366 110,425 

FIXED ASSETS 272,902 3,980 268,922 142,708 110,840 

Advances and pre-paid orders 5 212 212 0 

Trade and related receivables 5 42 42 

Other accounts receivable 5 5,972 5,972 6,873 6,688 

Marketable securities 6 19,197 19,197 25,391 34,086 

Cash 361 361 408 83 

CURRENT ASSETS 25,784 25,784 32,672 40,857 

Adjustment accounts and related 5 117 117 124 128 

GENERAL TOTAL 298,803 3,980 294,823 175,504 151,825 

PASSIF Note 2007 2006 2005 

Share capital 7 16,324 16,293 16,237 

Paid-in capital 11,392 10,021 7,325 

Legal reserves 1,629 1,624 1,608 

Regulated reserves 

Other reserves 117,932 101,744 71,018 

Retained earnings 90 23 20 

Fiscal year income 104,658 32,487 44,137 

SHAREHOLDERS' EQUITY 8 252,025 162,192 140,345 

PROVISIONS FOR CONTINGENCIES AND LOSSES 9 10,418 6,066 3,282 

Borrowings and debt with credit institutions 5 30,000 9 9 

Pre-booked income on work-in-progress 

Accounts payable and related 5 531 694 672 

Other liabilities 5 1,849 6,543 7,517 

LIABILITIES 5 32,380 7,246 8,198 

Adjustment accounts and related 

GENERAL TOTAL 294,823 175,504 151,825 

152 


1.0 

APRIL GROUP statutory financial statements at December 31 st , 2007 

Cash-flow statement 

In thousand euros 2007 2006 2005 

CASH POSITION AT YEAR-START 25,790 34,159 47,456 

Cash-flow 100,169 34,055 35,785 

Of which, dividends received from subsidiaries 94,246 34,418 39,303 

CHANGE IN WORKING CAPITAL REQUIREMENTS -4,205 -392 4,246 

NET CASH-FLOW FROM HOLDING COMPANY COORDINATION ACTIVITIES 121,754 33,663 40,031 

INVESTMENT OPERATIONS 

Acquisition of intangible fixed assets -249 -2 -48 

Acquisition of tangible fixed assets -44 -80 -62 

Disposal of tangible and intangible fixed assets 1 42 

Acquisition of equity securities -180,581 -14,461 -23,457 

Disposal of equity securities 25,182 85 9,190 

Acquisition of other long-term investments -124,519 -44,550 -40,257 

Disposal of other long-term investments 162,841 27,615 8,148 

NET CASH-FLOW FROM INVESTMENT OPERATIONS -117,370 -31,392 -46,444 

FINANCING OPERATIONS 

Sum received for capital increase linked to exercising of stock options 1,402 2,752 2,010 

Dividends paid out to parent company shareholders -16,227 -13,392 -8,894 

Loans drawn down 30,000 0 0 

Loans paid back 

NET CASH-FLOW FROM FINANCIAL OPERATIONS 15,175 -10,640 -6,884 

CASH POSITION AT YEAR-END 19,559 25,790 34,159 

Of which : 

Marketable securities 18,230 24,023 33,722 

Treasury stock classified as marketable securities 967 1,369 363 

Cash and cash equivalents 362 398 74 

153 


2.0 Highlights Highlights 

Creation of new companies 

APRIL GROUP SA a created nine new companies over 2007: 

APRIL Alpha, APRIL Delta, APRIL Gamma, APRIL Kappa, APRIL 

Omega, APRIL Sigma, Lacassagne Assurance, APRIL North 

America, APRIL Mediterranean Limited. 

Disposal of securities 

In 2007, in line with its reorganization around its business 

branches, APRIL GROUP SA sold off: 

100% of the capital of Mutant Assurances, previously 

Assurance Juridique, to APRIL GROUP DOMMAGES 

PARTICULIERS; 

66% of the capital of Cogealp to APRIL GROUP 

CORPORATE; 

100% of the capital of the following companies (created 

at the end of 2006 or in 2007): APRIL Partenariats, APRIL 

International, APRIL Direct, APRIL Distribution, APRIL 

Services, APRIL Projet, APRIL Réseau and Lacassagne 

Assurance. 

Capital transactions relating to APRIL GROUP SA’s equity 

interests 

The following transactions were carried out in 2007: 

Capital increase through the incorporation of debt for the 

following companies: 

- APRIL GROUP DOMMAGES PARTICULIERS (previously 

APRIL DEVELOPPEMENT) for 82.5 million euros, 

- APRIL GROUP DOMMAGES ENTREPRISES (previously APRIL 

CORPORATE) for 17.5 million euros, 

- APRIL GROUP CORPORATE (previously APRIL SOLUTIONS) 

for 40.5 million euros. 

Subscription for capital increases in the following 

companies: 

- APRIL GROUP VIE ÉPARGNE for 20 million euros, 

- Axeria Prévoyance for 6 million euros. 

Merger of APRIL GROUP DOMMAGES ENTREPRISES with APRIL 

GROUP CORPORATE. 

154 


3.0 Notes 3.0 

to the statutory financial statements of APRIL GROUP SA 

to the statutory financial statements of APRIL GROUP SA 

Notes 

Note 1 - Accounting methods and principles....................... p.155 

Note 2 - Fixed assets........................................................................ p.158 

Note 3 - Equity securities............................................................... p.159 

Note 4 -Treasury stock.................................................................... p.160 

Note 5 - Receivables and payables............................................ p.160 

Note 6 - Marketable securities..................................................... p.161 

Note 7 - Share capital structure.................................................. p.161 

Note 8 - Change in shareholders’ equity................................ p.161 

Note 9 - Prov. for contingencies and losses......................... p.161 

Note 10 - Revenues........................................................................... p.162 

Note 11 - External expenses......................................................... p.162 

Note 12 - Financial income............................................................ p.162 

Note 13 - Non-recurring items.................................................... p.162 

Note 14 - Corporate income tax................................................. p.163 

Note 15 - Commitments given and received........................ p.163 

Notes to the statutory financial statements of 

APRIL GROUP SA for the year ended December 

31 st , 2007 

The notes below represent an integral part of the annual 

financial statements and make up the notes to the balance 

sheet for the year ended December 31 st , 2007, with a net 

total of 175,504 thousand euros, and the income statement 

for the year, with a profit of 32,487 thousand euros. 

The financial year lasts 12 months and runs from January 1 st 

to December 31 st , 2007. The annual financial statements 

were approved by the Executive Board on February 28 th , 

2008. 

The APRIL GROUP SA statutory financial statements are 

included in the consolidated Group financial statements of 

APRIL GROUP. 

The Group consolidated financial statements of APRIL GROUP 

are included in the consolidated financial statements of 

EVOLEM SA. 

Note 1. Accounting methods and principles 

Note 16 - Average headcount...................................................... p.163 

Note 17 - Executive compensation............................................ p.163 

Note 18 - Individual training entitlement............................... p.163 

Note 19 - Post-balance sheet events...................................... p.163 

The Company’s financial statements are drawn up in 

accordance with the provisions of the general French chart 

of accounts (Plan Comptable General) approved by the 

Ministerial Decree of June 22 nd , 1999 published in the official 

gazette on September 21 st , 1999. 

155 


3.0 

Notes to the statutory financial statements of APRIL GROUP SA for the year ended December 31 st , 2007 

The accounting standards have been applied in accordance 

with the principle of conservatism, in line with the following 

basic assumptions, which seek to provide a faithful image of 

the Company: 

Continued operations, 

Unchanged accounting methods from one financial year to 

the next, 

Independent financial years. 

The basic method used for valuing items booked in the 

accounts is the historical cost method. 

1.1. Intangible fixed assets 

The APRIL brand has been amortized in full. Software is 

valued at its acquisition price. 

Amortization charges are calculated on a straight-line basis 

depending on the actual useful life, ranging from one to 

three years. 

1.2. Tangible fixed assets 

Tangible fixed assets are valued on an acquisition price basis. 

Amortization charges are calculated on a straight-line basis 

depending on the actual useful life, in line with the following 

general periods: 

General installations and fittings 

8 years 

Transport equipment 

5 years 

Office equipment 

5 years 

IT equipment 

3 years 

Furnishings 

5 years 

In accordance with the provisions of CRC regulation 2002-10 

relative to the amortization and depreciation of assets, any 

signs of impairment in value are looked for at the close of 

accounts and when drawing up interim statements. 

As relevant, a depreciation charge may be valued and 

recorded. 

1.3. Equity securities 

Equity securities are booked gross at their acquisition price, 

including any related acquisition costs, which are recorded 

as liabilities. 

Equity interests are valued based on their going value: 

The going value of securities is calculated in line with a 

method based notably on the discounted future cash-flow 

and net asset value, as per the medium-term plans; 

The going value of other equity securities is determined 

based on the net asset value; 

When the going value is below the book value, a provision 

for impairment is recorded for the difference. 

1.4. Loans and payables 

Loans and payables are valued at their par value. A provision 

for impairment is recorded when the recoverable value is less 

than the book value. 

1.5. Marketable securities 

Marketable securities are booked at their acquisition cost. 

Treasury stock acquired under the liquidity agreement are 

valued at the closing price on the last day’s trading for the 

year. 

Other marketable securities are valued at their last known 

stock price or at the last net asset value for UCITS. 

A provision is booked when the inventory value is lower than 

the book value. 


Provisions for contingencies and losses comprise commitments 

on which the due date or amount is uncertain and 

results from commercial, industrial tribunal or other risks. 

Each known dispute in which APRIL GROUP SA is involved is 

examined at the close of accounts by the Board of Directors, 

further to recommendations from external advisors if 

relevant, with the provisions deemed necessary recorded to 

cover the estimated risks. 

156 


3.0 


1.7. Retirement benefits 

1.9. Corporate income tax 

Commitments relative to retirement benefits are valued 

based on the likely fair value of the entitlements acquired, 

taking into consideration the legal provisions and national 

wage bargaining agreements in force, based on actuarial 

hypotheses primarily factoring in wage rises through to 

retirement age, staff turnover and mortality tables. The 

commitments calculated in this way are booked as provisions 

for contingencies and losses. 

Any differences resulting from changes in actuarial assumptions 

are booked against earnings as soon as they are recorded. 

1.8. Foreign currency transactions 

Transactions in foreign currencies are booked at the exchange 

rate in force for the transaction date. Receivables and 

payables are valued at the closing exchange rate or at their 

hedging price. Any difference resulting from the discounting 

of receivables and payables in foreign currencies is recorded 

under foreign currency adjustments. Any unrealized foreign 

currency losses are subject to a provision for liabilities, as 

relevant. 

APRIL GROUP is at the head of the tax consolidation 

group comprising APRIL GROUP and its subsidiaries APRIL 

Assurances, APRIL GROUP DOMMAGES PARTICULIERS, APRIL 

Premium, APRIL Mobilité, APRIL Patrimoine, APRIL GROUP 

CORPORATE, TMS CONTACT, APRIL GROUP PRÉVOYANCE 

INDIVIDUELLE, APRIL Conseils, APRIL Santé, FORUM FINANCES, 

Easyssur, ALLO Assurances, FGA, CIARE, Axeria Iard, Axeria 

Prévoyance, SFG, CGCA, Solucia Protection Juridique, GI2A, 

APRIL Immobilier, SASCO, SEPCOFI, Axeria Vie, Europassur, 

APRIL GROUP VIE, ISR COURTAGE, APRIL Solutions Entreprises, 

APRIL Assurances Entreprises, APRIL Corporate Broking, APRIL 

Marketing Solutions, APRIL Solutions in which the Group has 

a direct or indirect interest of over 95%. 

Tax expenses are borne by consolidated companies in the 

same way as if there were no tax consolidation structure. 

Tax savings made by the Group linked to losses recorded 

by consolidated companies, are booked against earnings in 

APRIL GROUP’s accounts and subject to a provision to cover 

the risk of having to reimburse corporate income tax on 

losses used by APRIL GROUP if subsidiaries become profitable 

again. 

157 


3.0 


Note 2. Fixed assets 

2.1. Valeurs brutes 


January 1 st , 


Increase 

Decrease 

December 


INTANGIBLE FIXED ASSETS 913 249 1,162 

General installations and fittings 354 9 363 

Transport equipment 58 58 

IT and office equipment and furnishings 539 35 574 

Current fixed assets 

TANGIBLE FIXED ASSETS 951 44 995 

Other equity interests 73,127 180,641 22,941 230,827 

Equity interest-related receivables 72,576 124,519 162,842 34,253 

Loans and other long-term investments 5,664 1 5,665 

LONG-TERM INVESTMENTS 151,367 305,161 185,783 270,745 

GENERAL TOTAL 153,231 305,454 185,783 272,902 

The significant changes recorded over the year on “other 

equity interests” and “equity interest-related receivables” 

primarily reflect transactions carried out on the capital 

of APRIL GROUP SA subsidiaries and presented in the 

“highlights” section in these notes. 

2.2. Depreciation 

POSITION AND CHANGES OVER THE YEAR 




Contribution 

White-back 

December 


INTANGIBLE FIXED ASSETS 888 72 960 

General installations and fittings 202 45 247 

Transport equipment 12 12 1 23 

Office equipment and furnishings 420 63 483 

TANGIBLE FIXED ASSETS 634 120 1 753 

GENERAL TOTAL 1,522 192 1 1,713 

2.4. Intangible fixed assets 

Intangible fixed assets totaled 1,162 thousand euros and can 

be broken down as follows: 

April brand...........................................................686 thousand euros 

Software...............................................................476 thousand euros 

2.3. Provision 

POSITION AND CHANGES OVER THE YEAR 




Contribution 

White-back 

December 


Depreciation of long-term investments 9,001 6,734 2,267 

GENERAL TOTAL 9,001 6,734 2,267 

A provision write-back on long-term financial investments has been recorded further to the capital increase through the 

incorporation of debt carried out on APRIL GROUP DOMMAGES PARTICULIERS. 

158 


3.0 


Note 3. Equity securities 

DETAILED INFORMATION ON EACH SUBSIDIARY AND EQUITY INTEREST FOR 

WHICH THE VALUE EXCEEDS 1% OF THE CAPITAL OF THE COMPANY SUBJECT TO 

DISCLOSURE (in thousand euros) 

CAPITAL 

SHAREHOLDER’S 

EQUITY OTHER THAN 

CAPITAL 

SHARE IN CAPITAL 

HELD (%) 

EARN IN GS (PROFIT 

OR LOSS FROM LAST 

YEAR ENDED) 

Subsidiaries (held at +50%) 

AXERIA IARD 13,000 19,055 100% 11,005 

AXERIA INSURANCE COMPANY 4,772 352 100% 42 

SOLUCIA PROTECTION JURIDIQUE 7,600 -311 100% -189 

FORUM FINANCES 2,212 -3,038 100% -48 

APRIL GROUP VIE ÉPARGNE 20,037 -391 100% -31 

APRIL NORTH AMERICA 1,906 -62 69.9% -61 

APRIL GROUP DOMMAGES PARTICULIERS 82,919 2,109 100% 4,626 

AXERIA PRÉVOYANCE 21,000 20,315 100% 10,165 

APRIL GROUP PRÉVOYANCE INDIVIDUELLE 501 28,127 100% 74,368 

APRIL GROUP CORPORATE 50,083 5,900 100% -1,611 

APRIL MEDITERRANEAN LIMITED 12,500 12,500 100% 0 

GENERAL INFORMATION ON ALL SUBSIDIARIES AND EQUITY INTERESTS 


FRENCH SUBSIDIARIES 

FOREIGN SUBSIDIARIES 

FRENCH EQUITY 

INTEREST 

FOREIGN EQUITY 

INTEREST 

Book value of securities held: 

Gross: 211,889 18,930 7 

Net: 210,400 18,930 7 

Loans and advances granted: 

Gross: 34,253 

Net: 33,475 

Deposits and guarantees given 

Total dividends received 94,246 

159 


3.0 


Note 4. Treasury stock and warrants 

Note 5. Receivables and payables 


In accordance with the authorization granted at the General 

Meeting on April 27 th , 2007, APRIL GROUP SA has continued 

rolling out its share buyback program. 

In this way, APRIL GROUP bought back 132,708 shares for a 

total of 5.443 thousand euros, and sold off 149,216 for a 

total of 5,844 thousand euros. Income from these disposals 

came to - 11 thousand euros, recorded under other financial 

income. 

At December 31 st , 2007, the company held 155,067 

shares, with 22,117 allocated under the registered dealer’s 

agreement and recorded under marketable securities, and 

132,950 allocated for a buyback program in connection with 

an external growth operation and recorded under long-term 

financial investments and treasury stock. 

The shares allocated for the external growth operation are 

expected to be settled in 2007. 

4.2. Warrants 

In accordance with the Executive Board’s decisions on April 

26 th 2006, validated by the Supervisory Board on April 26 th 

2006, 287,000 warrants were granted to employees or 

managers from APRIL GROUP SA or its subsidiaries (exercise 

price: 40.56 €). 

630,688 warrants were still available for exercising at the 

end of 2007. 

ACCOUNTS RECEIVABLE (In thousand euros) Gross Up to 1 year Over 1 year 

Advances and deposits paid on orders 212 212 

Other trade receivables 42 42 

Group and partners 5,524 5,524 

Other receivables 448 448 

Pre-booked expenses 117 117 

GENERAL TOTAL 6,343 6,343 

Accounts receivable in relation to other Group companies 

came to a total of 6,801 thousand euros primarily 

corresponding to tax receivables due by companies that are 

members of the tax consolidation group. 

DEBT POSITION (In thousand euros) Gross Up to 1 year Over 1 year 

Equity interest-related liabilities 30,000 30,000 

Bank borrowings - 

Trade payables and related 531 531 

Tax and social security-related liabilities 1,156 1,156 

Group and partners 610 610 

Other liabilities 83 83 

Pre-booked income - 

GENERAL TOTAL 32,380 2,380 30,000 

160 


3.0 


Note 6. Marketable securities 

Note 8. Change in shareholders’ equity 

Marketable securities came to 19,197 thousand euros at December 31 st , 2007 and can be broken down as follows: 

In thousand euros Book value Market value 

Note 7. Share capital structure 

Unrealized capital 

gains and losses 

Monetary UCITS 18,230 18,244 14 

Treasury stock 967 967 0 

TOTAL 19,197 19,197 14 

2007 2006 2005 

Number of shares comprising the share capital at year-start 40,731,948 40,591,983 40,435,713 

Capital increase 78,684 139,965 156,270 

Number of shares comprising the share capital at year-end 40,810,632 40,731,948 40,591,983 

Earnings per share 2.56 0.79 1.09 

Changes in shareholders’ equity in 2005/2006/2007 

SHAREHOLDERS’ EQUITY AT YEAR END 2005 


140,345 

Capital increase for 2006 2,752 

Dividends paid out - 13,392 

Other changes 

Earnings for 2006 32,487 

SHAREHOLDERS’ EQUITY AT YEAR END 2006 162,192 

Capital increase for 2007 (1) 1,402 

Dividends paid out -16,227 

Other changes 

Earnings for 2007 104,658 

SHAREHOLDERS’ EQUITY AT 

YEAR END 2007 

252,025 

At December 31st, 2007, APRIL GROUP SA’s share capital comprised 40,810,632 fully paid-up ordinary shares with a par value 

of 0.40 euro. 

(1) Resulting from the exercising of warrants granted/of which, issue premium: 

1,371 thousand euros 

Note 9. Provisions for contingencies and losses 

In thousand euros Year-start Contribution Write-back Year-end 

Provisions for disputes 1,779 900 62 2,617 

Provisions pour pensions 75 3 72 

Other provisions for contingencies and losses 4,212 3,961 444 7,729 

TOTAL PROV. FOR CONTINGENCIES AND LOSSES 6,066 4,861 509 10,418 

Operating provisions and write-backs 4,861 509 

Financial provisions and write-backs 

Non-recurring provisions and write-backs 

Other provisions for contingencies and losses correspond to a 7,729 thousand euro provision for liabilities relative to the use 

of subsidiary losses in line with the tax consolidation system. 

161 


3.0 


Note 10. Revenues 

Note 12. Financial income 

The holding company – APRIL GROUP – steers and manages 

the Group. Its only resources are dividends received from its 

equity interests and income from its investments. 

Note 11. External expenses 

BREAKDOWN OF OTHER 

PURCHASES AND EXTERNAL 

EXPENSES (In thousand euros) 

2007 2006 2005 

T services 22 -6 181 

Consumables (electricity, administrative 

supplies, etc.) 

54 62 61 

Property rentals 338 312 378 

Furniture rental, maintenance 

and upkeep 

216 172 151 

Insurance 12 9 45 

Fees, research and documentation 

963 952 1,091 

Advertising and public relations 130 81 339 

Travel, assignments and entertainment 

204 152 149 

External staff 75 51 72 

Other (training, banking 

services, telephone, postage) 

458 436 266 

TOTAL 2,472 2,221 2,733 


FINANCIAL INCOME 105,863 37,708 52,173 

Dividends 94,246 34,418 39,303 

Write-back of provision for depreciation of securities 6,735 749 10,431 

Interest income on current accounts 3,361 1,801 949 

Income from marketable securities 1,521 740 1,490 

Foreign exchange gain 

FINANCIAL EXPENSES 1,817 124 3,450 

Provision for depreciation on securities 120 

Interest expense 635 4 

Loss on equity interest-related receivables 1,182 3,450 

Foreign exchange loss 

FINANCIAL INCOME 104,046 37,584 48,723 

APRIL GROUP SA granted a 1,182 thousand euro debt write-off to APRIL GROUP DOMMAGES ENTREPRISES in 2007. 

Note 13. Non-recurring items 


NON-RECURRING INCOME 86 8,692 

Income from disposal of tangible fixed assets 1 42 

Income from disposal of long-term investments 25,181 85 8,650 

Other non-recurring income 67 

NON-RECURRING EXPENSES 25,248 86 10,926 

Net book value of tangible fixed assets 40 

Net book value of long-term investments 22,884 85 10,836 

Other non-recurring expenses 1 50 

NON-RECURRING GROSS 2,364 0 -2,234 

162 


3.0 


Note 14. Corporate income tax 

Note 16. Average headcount 

Note 18. Individual training entitlement 

The application of the tax consolidation agreement generated 

3,821 thousand euros in tax savings for the tax consolidation 

group. The company would have recorded a 3,072 thousand 

euro expense without this tax consolidation agreement. 

The tax savings, booked in the accounts of APRIL GROUP, 

linked to losses recorded by consolidated companies that 

are likely to benefit these same companies when they post 

profits again, came to 7,729 thousand euros and are covered 

by a provision for liabilities booked for the same amount. 

Note 15. Commitments given and received 

Commitments received 

Better fortune clause: APRIL GROUP SA granted APRIL 

Solutions the right to write off its debt, with a better fortune 

clause, for 3,450 thousand euros. 

Commitments to buy out minority interests 

The commitments to buy out minority interests are presented 

below: 

2007 2006 2005 

Managers and assimilated 24 25 21 

Employees 1 0 0 

TOTAL 25 25 21 

Note 17. Executive compensation 

During the year, APRIL GROUP SA changed its structure from 

a French limited company (Société Anonyme) with Executive 

and Supervisory Boards to a French limited company with a 

Board of Directors. 

Compensation paid to Executive Board members totaled 505 


In 2007, compensation for the Chairman and members of the 

Board of Directors totaled 125 thousand euros. 

The amount paid to the five highest earners came to 770 


In accordance with the provisions of Law 2004-391 of May 

4th, 2004 relative to professional training, the Group’s 

French companies grant their employees an individual 

entitlement to a minimum of 20 hours per calendar year, 

which may be cumulated over up to six years, with, in the 

event of them not have being used by the end of this period, 

all such entitlements capped at 120 hours. 

No expense was recorded in 2007, pursuant to the opinion 

issued by the Emergency Committee of the National 

Accounting Board (CNC) - number 2004-F dated October 

13th, 2004. 

Note 19. Post-balance sheet events 

N/A 


Minority interest 

share 

Minority 

engagement to sell 

Group commitment 

to purchase 

APRIL North America 30.1 % Yes Yes 

Option perdiod 

June 30th, 2012 to 

Sep 30th, 2025 

163 


4.0 Statutory Auditors’ general report 

Auditors’ general report 

Statutory 

Annual financial statements 

Year ended December 31 st , 2006 


Pursuant to the mandate given to us at the General Meeting, 

please find hereafter our report relative to the financial year 

ended December 31 st , 2007 on: 

- Our audit of the annual financial statements of APRIL 

GROUP SA, as appended to the present report, 

- The basis for our opinions, 

- The specific procedures and information required under 

French law. 

The annual financial statements are the responsibility of the 

Executive Board. Our responsibility is to express an opinion 

on these accounts based on our audit. 

assurance that the annual financial statements are free from 

any material misstatements. An audit includes examining, 

on a test basis, evidence supporting the amounts and 

information contained in these accounts. An audit also 

involves assessing the accounting methods and principles 

used and the significant estimates made when drawing up 

the accounts, as well as evaluating the overall presentation of 

the financial statements. We believe that our audit provides a 

reasonable basis for the opinion presented hereafter. 

In our opinion, the annual financial statements present fairly, 

in all material respects, the financial position of the company 

at December 31 st , 2006 and the results of its operations for 

the year then ended, in accordance with the accounting rules 

and principles in force in France. 

2. Basis for our opinions 

1. Opinion on the annual financial statements 


standards applicable in France. These standards require 

that we plan and perform the audit to obtain reasonable 

Pursuant to the provisions of Article L. 823-9 of the French 

Commercial Code relative to the forming of our opinions, we 

would like to draw your attention to the following points: 

164 


4.0 

Statutory Auditors’ general report 

A significant percentage of your company’s assets are made 

up of equity securities, which are valued in accordance 

with the method indicated in Section 1.3. of the notes to 

the annual financial statements. Based on the information 

available to date, we have reviewed the approach adopted 

and the calculations performed by the company and assessed 

the resulting valuations. 

The assessments made in this way are part of our audit of 

the annual financial statements in general and therefore 

contributed to the formation of our opinion expressed in the 

first part of this report. 

The accuracy of the information given in the management 

report relative to compensation and benefits for corporate 

officers and any commitments granted to them at the start, 

end or change of their offices, or subsequently. 

As required by law, we have ensured that the different 

information relative to equity investments and the control 

and identity of shareholders has been provided to you in the 

Management Report. 

Villeurbanne, march 3 th , 2008 

3. Specific procedures and information 

In accordance with the industry standards applicable in 

France, we also performed the specific procedures required 

under French law. 

We do not have any observations to make regarding: 

The sincerity of the information given in the Executive 

Board’s Management Report and the documents submitted 

to shareholders on the financial position and the annual 

financial statements and its application in relation to the 

accounts. 


Mazars 

Max Dumoulin 




165 


5.0 Special 5.0 

Auditors’ report 

Special Statutory Auditors’ report 

Statutory 

Special statutory auditors’ report on regulated 

agreements and commitments 

Year ended December 31 st , 2007 


In our capacity as your company’s Statutory Auditors, please 

find hereafter our report on regulated agreements. 

Agreements and commitments authorized during 

the year 

In accordance with Articles L.225-88 and L. 225-40 of 

the French commercial code, we were informed of the 

agreements and commitments that were authorized 

beforehand, depending on the periods concerned, by your 

Supervisory Board or your Board of Directors respectively. 

We are not required to ascertain whether any other 

contractual agreements exist, but rather, to inform you, on 

the basis of the information provided to us, of the terms 

and conditions of agreements that have been brought to our 

attention, without commenting on their validity or relevance. 

It is your responsibility, under the terms of Article R.225-31, 

to evaluate the benefits of concluding such agreements prior 

to their approval. 


standards applicable in France. These standards require that 

we perform procedures to verify that the information given 

to us is consistent with the underlying documents. 

APRIL GROUP SA taking out a subordinated loan for 

Axeria Vie 

Nature and purpose 

On August 28 th , 2007, APRIL GROUP SA took out a 30 million 

euro subordinated loan issued by Axeria Vie in connection 

with the creation of the Life and Savings division. This loan, 

concluded for an indefinite period, includes an option for 

Axeria Vie to pay it back ahead of schedule, without any 

penalty, at the end of the 10 th year. This loan is subject to 

interest at 170 basis points over the 10-year CMS rate. This 

operation had been authorized by the Supervisory Board on 

December 12 th , 2006. 

Terms 

In 2007, the interest received by APRIL GROUP SA relative to 

this loan totaled 633,863 euros. 

Person concerned 

Bruno Rousset, Chairman and Chief Executive Officer of 

APRIL GROUP SA and Director of Axeria Vie. 

166 


5.0 

Special Statutory Auditors’ report on regulated agreements and commitments Year ended December 31 st , 2007 

Axeria Vie taking out a loan for APRIL GROUP SA 


On August 28 th , 2007, Axeria Vie granted a 30 million euro 

loan to APRIL GROUP SA. This loan, taken out over a 10-year 

period, repayable at term, is subject to interest at 170 basis 

points over the 10-year CMS rate. APRIL GROUP SA has the 

option to pay it back at any time, without any penalty. This 

operation was authorized by the Board of Directors on 

August 28 th , 2007. 

Terms 

In 2007, the amount of charges paid by APRIL GROUP SA 

relative to this loan totaled 633,863 euros. 



APRIL GROUP SA and Director of Axeria Vie. 

Debt write-off for APRIL GROUP DOMMAGES 

ENTREPRISES 


On August 28 th , 2007, the Board of Directors authorized 

APRIL GROUP SA to sign a 1,182 thousand euro debt writeoff 

agreement for APRIL GROUP DOMMAGES ENTREPRISES, 

fully-owned by APRIL GROUP SA. 

Terms 

This agreement was signed on October 31 st , 2007 for a 

definitive amount of 1,182 thousand euros. 



APRIL GROUP SA and Director of APRIL GROUP DOMMAGES 

ENTREPRISES. 

Disposal of Mutant Assurances securities 


As authorized by Directors during the Board meeting on 

December 13 th , 2007, APRIL GROUP SA sold off 100% of the 

capital of Mutant Assurances to APRIL GROUP DOMMAGES 

PARTICULIERS on December 31 st , 2007. 

Terms 

APRIL GROUP SA sold off the Mutant Assurances securities for 

19,700,000 euros. Further to this disposal, APRIL GROUP SA 

recorded 49,000 euros in non-recurring capital gains over 




APRIL GROUP SA and Director of Mutant Assurances. 

Agreement with TERRE D’ENTREPRISES for the provision 

of services 


A framework agreement governing relations between 

Université APRIL GROUP SA and TERRE D’ENTREPRISES was 

signed on June 18 th , 2007. Under the terms of this agreement, 

APRIL GROUP SA delegates the following missions to TERRE 

D’ENTREPRISES: 

Administrative management of the University and training 

programs; 

Support for the development of training materials; 

Coordination of certain training courses. 

This agreement was approved by the Supervisory Board on 

March 1 st , 2007. 

Terms 

In 2007, the amount recorded under expenses for this 

agreement totaled 18,589 euros (gross). 


Xavier Coquard, Chairman and Supervisory Board member of 

TERRE D’ENTREPRISES and Director of APRIL GROUP SA. 

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5.0 


Agreement to sponsor Solucia for its membership of 

the French Federation of Insurance Companies (FFSA) 


APRIL GROUP SA has sponsored Solucia in connection with 

its membership of the FFSA. Through this sponsoring, APRIL 

GROUP SA undertakes, in relation to the FFSA, to guarantee 

all the financial obligations that could result from any 

professional undertakings entered into by Solucia, notably 

relative to its participation in claims settlement agreements, 

and to immediately inform it of any transfer of Solucia’s 

capital or control to other shareholders, to another company 

that is not part of the Group or to any other group. 

On April 26 th , 2007, the Supervisory Board approved this 

approach. 

Terms 

This agreement did not have any impact on the accounts in 


People concerned 

Dominique Chalopin, Director of Solucia and Chairman of the 

Executive Board of APRIL GROUP SA. 

Agreement to sponsor Axeria Vie for its membership of 

the French Federation of Insurance Companies (FFSA) 


APRIL GROUP SA has sponsored Axeria Vie in connection 

with its membership of the FFSA. Through this sponsoring, 

APRIL GROUP SA undertakes, in relation to the FFSA, to 

guarantee all the financial obligations that could result 

from any professional undertakings entered into by Axeria 

Vie, notably relative to its participation in claims settlement 

agreements, and to immediately inform it of any transfer 

of Axeria Vie’s capital or control to other shareholders, to 

another company that is not part of the Group or to any 

other group. 

On April 26 th , 2007, the Supervisory Board approved this 

approach. 

Terms 

This agreement did not have any impact on the accounts in 


People concerned 

Dominique Chalopin, Daniel Collignon and Bruno Rousset, 

Directors of Axeria Vie and respectively Chairman of the 

Executive Board, Executive Board member and Chairman of 

the Supervisory Board of APRIL GROUP SA. 

Agreements and commitments approved in previous 

years that continued to apply over the past financial 

year 

Furthermore, in accordance with the French commercial 

code, we were informed that the following agreements and 

commitments, which were approved in previous financial 

years, continued to apply during the last financial year. 

Agreement with EVOLEM for the provision of services 


This concerns services provided by EVOLEM under a nonexclusive 

mandate (investment target identification and 

valuation, financial facility design). 

Terms 

The amount booked as an expense for the year ended came 

to 143,520 euros (gross). 

Sub-lease to EVOLEM 


110 square meters of floor space was made available to 

EVOLEM under a sub-leasing agreement dated October 31 st , 

2001 and entering into effect on November 1 st , 2001, for a 

reviewable annual rent of 18,662 euros (net of tax). 

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5.0 


The floor space was extended first in 2005 then in 2007, 

and now covers 258 square meters. The rent was revised 

according to the cost billed by the property owner. 

Terms 

Under this agreement, a total of 84,994 euros (gross) was 

billed, including rental expenses. 

Securities and pledges 


On August 28 th , 2007, the Board of Directors renewed the 

authorization granted on September 7 th , 2006 for APRIL 

GROUP to guarantee all the commitments of its subsidiaries 

for a one-year period and up to 5,000,000 euros. 

Terms 

The current account write-off recorded in the accounts for 

3,450,000 euros in 2005 was not subject to the application 

of the better fortune clause in 2007. 

Villeurbanne, March 3 rd , 2008 


Mazars 


Max Dumoulin 



Terms 

To date, APRIL GROUP SA has not been called on in relation 

to this commitment. 

Current account write-off with APRIL Solutions 


The Supervisory Board authorized the Executive Board to 

write off the current accounts that APRIL GROUP SA held 

in the accounts of its subsidiary APRIL Solutions for up to 

5,000,000 euros. This write-off is subject to a better fortune 

clause. 

169 


6.0 Combined 6.0 

General Shareholders’ Meeting on April 24 Combined , 2008 

General Shareholders’ Meeting on April 24 th th 

, 2008 

1. Agenda 

For the Ordinary General Meeting 

Board of Directors’ management report on the year ended 

December 31 st , 2007, including the Group’s management 

report and the Chairman of the Board of Directors’ report; 

Approval of the annual financial statements, of the 

consolidated financial statements, and of the agreements 

covered under Articles L.225-86 et seq of the French 

Commercial Code, 

Allocation of earnings, 

Reappointment of the incumbent statutory auditors; 

Reappointment of a deputy statutory auditor; 

Appointment of a deputy statutory auditor; 

Authorization for the Board of Directors to buy back 

the company’s own shares as provided for under Article 

L.225-209 of the French commercial code; 

Setting of the amount of directors’ fees. 

For the Extraordinary General Meeting 

Delegation of powers for the Board of Directors to increase 

the capital through the issue of ordinary shares and/or 

marketable securities entitling holders to access the capital 

with preferential subscription rights maintained or through 

the incorporation of reserves, premiums and profits; 


the capital through the issue, with preferential subscription 

rights waived, of ordinary shares and/or marketable 

securities entitling holders to access the capital; 

Authorization to increase the amount of issues in the event 

of excess demand; 


the capital, for up to 10%, in return for any contributions in 

kind comprising capital securities or marketable securities 

entitling holders to access the capital; 

Delegation of powers for the Board of Directors to 

increase the share capital through share issues reserved 

for members of a company savings scheme created in 

accordance with Articles L. 443-1 et seq of the French 

labor code; 

Delegation of powers for the Board of Directors to cancel 

shares bought back by the company as provided for under 

Article L. 225-209 of the French commercial code; 

Authorization for the Board of Directors to award stock 

options and/or warrants to employees and/or certain 

corporate officers; 

Authorization for the Board of Directors to freely award 

shares to employees (and/or certain corporate officers); 

Powers for formalities 

170 


6.0 

Combined General Shareholders’ Meeting on April 24 th , 2008 

2. Resolutions 

Submitted for approval at the ordinary general 

meeting 

First resolution - Approval of the statutory financial 

statements 

The General Meeting, having taken note of the Board of 

Directors’ report, the Chairman of the Board of Directors’ 

report and the Statutory Auditors’ reports on the accounts 

for the year ended December 31 st , 2006, hereby approves 

the annual financial statements as presented, as well as 

the operations reflected in the said financial statements or 

summarized in these reports, with 104,657,613.89 euros in 

profit. 

The General Meeting also hereby approves the total amount 

of expenses and charges of 13,813 euros, covered under 

Section 4 of Article 39 of the general French tax code, as well 

as the corresponding tax. 

Second resolution - Approval of the consolidated 


The General Meeting, having taken note of the special 

Statutory Auditors’ report and the Board of Directors’ report 

on the consolidated financial statements at December 31 st , 

2007 approves these financial statements as presented, with 

72,110,861 euros in profit (Group share). 

Third resolution - Agreements under Articles L.225-38 

et seq of the French commercial code 

Ruling on the special report presented to it on the 

agreements covered under Articles L. 225-38 et seq of the 

French commercial code, the General Meeting approves the 

agreements mentioned therein. 

Fourth resolution - Appropriation of income 

The General Meeting, as recommended by the Board of 

Directors, decides to allocate income as follows: 

Source 

Profit for the year: 

Previous retained earnings: 

Deduction against reserves (other reserves): 

Allocation 

Legal reserve: 

Dividends: 

Other reserves: 

Retained earnings: 

YEAR 

104,657,613.89 euros 

0 euros 

0 euros 

3,147.36 euros 

17,956,678.08 euros 

86,697,788.45 euros 

0 euros 

The General Meeting acknowledges that the dividend per 

share is set at 0.44 euros, with the total amount paid out in 

this way eligible for the 40% rebate applicable under Article 

158-3-2 of the general French tax code. 

This dividend will be paid out on Friday May 5 th , 2008 

If the company were to hold any of its own shares as on 

the date that these dividends were paid out, the sums 

corresponding to dividends not paid out on account of such 

shares would be allocated to retained earnings. 

In accordance with the provisions of Article 243 ii of the 

General French Tax Code, the Meeting acknowledges that 

it has been reminded of the dividends paid out over the 

previous three years: 

Income eligible for the rebate 

Dividends 

Other income paid out 

Income not eligible for the 

rebate 

2004 8,895,856.86 euros _ _ 

2005 13,395,354.39 euros _ _ 

2006 16,292,779.20 euros _ _ 

171 


6.0 


Fifth resolution - Reappointment of an incumbent 

statutory auditor 

As recommended by the Board of Directors, the General 

Meeting reappoints MAZARS as an incumbent statutory 

auditor for a six-year period ending further to the Ordinary 

Annual General Meeting convened in 2014 to approve the 

financial statements for the year ending December 31 st , 

2013. 

Sixth resolution - Reappointment of an incumbent 



Meeting reappoints DELOITTE & ASSOCIÉS as an incumbent 

statutory auditor for a six-year period ending further to 

the Ordinary Annual General Meeting convened in 2014 

to approve the financial statements for the year ending 


Seventh resolution - Reappointment of a deputy 



Meeting reappoints BEAS as a deputy statutory auditor for 

a six-year period ending further to the Ordinary Annual 

General Meeting convened in 2014 to approve the financial 

statements for the year ending December 31 st , 2013. 

Eight resolution - Appointment of a deputy statutory 

auditor 


Meeting appoints Mr. Michel Barbet-Massin as a deputy 

statutory auditor for a six-year period ending further to 

the Ordinary Annual General Meeting convened in 2014 

to approve the financial statements for the year ending 


Ninth resolution - Share buyback program 

Having taken note of the Board of Directors’ report, the 

General Meeting authorizes the Board of Directors, for an 

18-month period, in accordance with Articles L. 225-209 

et seq of the French commercial code, to conduct one or 

more transactions at the times that it deems necessary to 

purchase company shares up to a maximum of 5% of the 

share capital, adjusted as relevant in order to factor in any 

capital increase or reduction operations that may be carried 

out during the course of the program. 

This authorization terminates the authorization granted to 

the Board of Directors at the Ordinary General Meeting on 

April 26 th , 2007. 

Acquisitions may be made with a view to: 

Coordinating the secondary market or liquidity of the APRIL 

GROUP share through an investment service provider based 

on a liquidity agreement in line with the AFEI compliance 

charter approved by the AMF; 

Keeping the shares purchased and issuing them again 



acquired in this respect may not exceed 5% of the share 

capital; 

Hedging stock-option schemes and other forms of allocating 

shares to the Group’s employees and/or corporate officers 

as provided for under French law, notably in connection 

with company profit-sharing systems, a company savings 

scheme or the free allocation of shares; 

Hedging any marketable securities entitling holders to the 

allocation of shares in the company within the framework 

of the regulations in force; 

Canceling any shares acquired as relevant, in accordance 

with the authorization to be given by this General 

Shareholders’ Meeting in its 16 th extraordinary resolution. 

Such transactions to purchase shares may be carried out by 

any means, including the acquisition of blocks of securities, 

and at the times deemed necessary by the Board of 

Directors. The company reserves the right to use derivatives 

in accordance 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, notably 

a stock split or consolidation or the free allocation of 

shares, the aforementioned amount will be adjusted in 

the same proportions (investment multiplier equal to the 

ratio between the number of shares making up the capital 

before the transaction and the number of shares after the 

transaction). 

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6.0 


The maximum amount of the operation is therefore set at 

163,242,480 euros. The General Meeting gives full powers 

to the Board of Directors to perform such operations, define 

the corresponding terms and conditions, enter into any 

agreements required and perform all formalities. 

Tenth resolution - Setting the amount of directors’ 

fees awarded to the Board of Directors 

After reviewing the Board of Directors’ report and in light 

of the change of the company’s means of administration, 

the General Meeting sets the total amount of directors’ fees 

awarded to former members of the Supervisory Board and 

the new members of the Board of Directors at 80,000 euros 

for the year ended December 31 st , 2007. 

Submitted for approval at the Extraordinary 

General Meeting 

Eleventh resolution - Delegation of powers for the Board 

of Directors to increase the capital through the issue 

of ordinary shares or marketable securities entitling 

holders to access the capital reserved for shareholders 

and/or through the incorporation of reserves, profits or 

premiums 

The General Meeting, having taken note of the Board 

of Directors’ report and the special Statutory Auditors’ 

report, and in accordance with the provisions of the French 

commercial code and more specifically Article L. 225-129-2: 

1. Delegates its powers to the Board of Directors in order to 

increase the capital on one or more occasions and in the 

proportions and at the times that it deems necessary: 

a)Through the issue, either in euros or in foreign currencies 

or in any other monetary units determined with reference 

to a selection of currencies, of ordinary shares and/or 

marketable securities entitling holders immediately or in the 

future, at any time or on a fixed date, to ordinary shares 

in the company or, in accordance with Article L. 228-93 of 

the French commercial code, any company that directly or 

indirectly owns more than half of its capital or in which it 

directly or indirectly owns more than half of the capital, 

whether through subscription, conversion, exchange, 

redemption, presentation of a warrant or in any other way, 

b)And/or through the incorporation of premiums, reserves, 

profits or other elements into the capital based on an 

allocation of bonus shares or an increase in the par value of 

existing shares; 

2. Sets the validity of the present authorization for a period 

of 26 months as of the date of this Meeting; 

3. Decides to cap the amounts of any issues that may be 

carried out by the Board of Directors under this delegation 

of authority as follows: 

-The total nominal amount of shares that may be issued 

under this delegation may not exceed 10,000,000 euros, 

-The cap defined in this way includes the total nominal 

value of any additional shares to be issued in order to 

safeguard the rights of holders of marketable securities 

entitling them to access the capital, as provided for under 

French law, 

-The total nominal amount of any shares issued directly 

or indirectly under the following resolution will also be 

added to this cap, 

-The nominal amount of marketable securities 

representative of company debt that may be issued may 

not exceed 150,000,000 euros; 

4. In the event of the Board of Directors using this delegation 

of power in connection with the issues set out in 1. a) 

above: 

a)Decides that such issues shall be reserved in priority for 

shareholders that will be able to subscribe on an irreducible 

basis, 

b)Decides that if subscriptions on an irreducible basis and, as 

relevant, subject to allocation have not accounted for the 

entire issue, the Board of Directors may use the options 

provided for under French law and more specifically offer all 

or part of any securities not subscribed for to the public, 

c)With regard to any incorporation of premiums, reserves, 

profits or other elements into the capital, decides, as 

relevant, that any entitlements forming fractions of shares 

will not be eligible for trading with the corresponding 

shares to be sold; sums from such sales will be allocated to 

the holders of the rights within the timeframe set by the 

legal provisions in force; 

5. Decides that the Board of Directors, within the limits set out 

above, shall have the powers required to notably set the 

conditions for the issues, acknowledge the performance 

of any resulting capital increases, amend the bylaws 

accordingly, book, on its initiative alone, the costs for 


premiums, and deduct the sums required to take the 

legal reserve up to one tenth of the new capital after 

each increase against this amount, and more generally do 

whatever is necessary in this respect; 

6. Acknowledges that this delegation cancels and replaces 

any previous delegation with the same purpose. 

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6.0 


Twelth resolution - Delegation of powers for the Board 

of Directors to increase the capital through the issue 

of ordinary shares or marketable securities entitling 

holders to access the capital, with preferential 

subscription rights waived 



report, and in accordance with the provisions of the French 

commercial code and more specifically Article L. 225-129-2: 

1. Authorizes the Board of Directors to increase the capital, 

on one or more occasions, in France and/or abroad, in 

the proportions and at the times that it deems relevant, 

through a public offering based on an issue, either in euros 

or in foreign currencies or in any other monetary units 

determined with reference to a selection of currencies, 

of ordinary shares and/or marketable securities entitling 

holders immediately or in the future, at any time or 

on a fixed date, to ordinary company shares through 

the subscription, conversion, exchange, redemption, 

presentation of a warrant or in any other way, it being 

understood that such securities may be issued as payment 

for securities that could be transferred to the company 

in connection with a public exchange offer on securities 

that fulfill the conditions set out under Article L. 225-148 

of the French commercial code; in accordance with Article 

L. 228-93 of the French commercial code, the marketable 

securities to be issued may entitle holders to access 

ordinary shares in any company that directly or indirectly 

owns more than half of its capital or in which it directly or 

indirectly owns more than half of the capital. 



3. Decides to cap the amounts of any issues that may be 

carried out by the Board of Directors under this delegation 

of authority as follows: 

- The total nominal amount of ordinary shares that 

may be issued under this delegation may not exceed 

10,000,000 euros, 

- The total nominal amount of any shares issued under the 

previous resolution will also be added to this cap, 

- The nominal amount of marketable securities 

representative of company debt that may be issued may 

not exceed 150,000,000 euros; 

4. Decides to waive preferential subscription rights for 

shareholders relative to the securities covered by this 

resolution, although leaving the possibility for the Board of 

Directors to grant shareholders a priority right as provided 

for under French law; 

5. Decides that the sum due to the company for each one 

of the ordinary shares issued in connection with this 

delegation of authority, after taking into account, in 

the event of the issue of stock warrants, the issue price 

for such warrants, will at least be equal to the minimum 

required by the legal and regulatory provisions in force 

at the time when the Board of Directors implements the 

delegation; 

6. Decides that, in the event of the issue of securities 

intended as payment for securities put forward in 

connection with a public exchange offer, the Board of 

Directors shall have, within the limits set out above, the 

powers required to set the list of securities put forward 

for the bid, set the conditions for the issue, the exchange 

ratio and, as relevant, the amount of the cash balance to 

be paid, and determine the conditions for the issue; 

7. Decides that the Board of Directors shall have, within 

the limits set out above, the powers required to set the 

conditions for the issues, acknowledge the performance 

of any resulting capital increases, amend the bylaws 

accordingly, book, on its initiative alone, the costs for 


premiums, and deduct the sums required to take the 

legal reserve up to one tenth of the new capital after 

each increase against this amount, and more generally do 

whatever is necessary in this respect; 

8. Acknowledges that this delegation cancels and replaces 

any previous delegation with the same purpose. 

Thirteenth resolution - Authorization to increase the 

amount of issues in the event of excess demand 

For each one of the issues decided on in accordance with 

the 11 th and 12 th resolutions, the number of securities to be 

issued may be increased by 15% under the conditions set 

out in Article L. 225-135-1 of the French commercial code 

and within the limits of the caps set by the Meeting, when 

the Board of Directors acknowledges any excess demand. 

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6.0 


Fourteenth resolution - Authorization for the Board of 

Directors to increase the share capital by up to 10% in 

return for contributions in kind 

Fifteenth resolution - Authorization to carry out a 

capital increase reserved for members of the company 

savings scheme 

6. Grants full powers to the Board of Directors to use 

this authorization, take any measures and perform all 

formalities required. 


of Directors’ report and in accordance with Article 

L. 225-147 of the French commercial code: 

1. Authorizes the Board of Directors, based on the report 

drawn up by the contributions auditor (commissaire aux 

apports), to increase the capital with a view to paying 

for any contributions in kind made to the company and 

comprising capital securities or marketable securities 

entitling holders to access the capital when the provisions 

of Article L. 225-148 of the French commercial code do 

not apply; 



3. Decides that the total nominal amount of ordinary shares 

that may be issued under this delegation may not exceed 

10% of the share capital. This cap is independent from all 

of the caps provided for under the other resolutions for 

this General Meeting. 

4. Delegates full powers to the Board of Directors to approve 

the valuation of any contributions, decide on the resulting 

capital increase and acknowledge its performance, book, 

as relevant, all of the costs and duties incurred by the 

capital increase against the contribution premium, deduct 

the sums required to take the legal reserve up to one 

tenth of the new capital after each increase against the 

contribution premium, amend the bylaws accordingly, and 

do whatever is necessary in this respect. 



report, ruling in accordance with Articles L. 225-129-6 and 

L. 225-138-1 of the French commercial code and L. 443-5 of 

the French labor code: 

1. Authorizes the Board of Directors, if it deems it relevant, 

on its decisions alone, to increase the share capital on 

one or more occasions through the issue of ordinary 

cash shares and, as relevant, through the free allocation 

of ordinary shares or other securities entitling holders 

to access the capital, reserved for the employees (and 

managers) of the company (and companies linked to it as 

per Article L. 225-180 of the French commercial code) who 

are members of a company savings scheme; 

2. Waives the preferential subscription right for such 

people relative to shares that may be issued under this 

authorization; 



4. Caps the maximum nominal amount of increases that may 

be carried out under this authorization at 500,000 euros; 

5. Decides that the price of shares to be issued under Section 1. 

of this authorization may not be more than 20% lower (or 

30% lower when the scheme’s planned lock-in period as per 

Article L. 443-6 is greater than or equal to 10 years) than the 

average opening price for the share during the 20 trading 

sessions prior to the Board of Directors’ decision relative 

to the capital increase and the issue of the corresponding 

shares, and may not be any higher than this average; 

Sixteenth resolution - Authorization to reduce the 

capital in connection with a share buyback program 


Directors’ report and the Statutory Auditors’ report: 

1. Authorizes the Board of Directors to cancel, on its decisions 

alone and in one or more transactions for up to 10% of the 

capital calculated on the day of the cancellation decision, 

after deducting any shares cancelled over the previous 24 

months, the shares that the company holds or may hold 

further to buyback operations carried out in connection 

with Article L. 225-209 of the French commercial code and 

to reduce the share capital accordingly in line with the 

legal and regulatory provisions in force; 


of 24 months as of the date of this Meeting, i.e. through 

to April 23 rd , 2010; 

3. Gives full powers to the Board of Directors to carry out 

the transactions required for such cancellations and 

the corresponding share capital reductions, amend 

the company’s bylaws accordingly and perform all the 

formalities required. 

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6.0 


Seventeenth resolution - Authorization for the Board 

of Directors to award stock options and/or warrants to 

employees and/or certain corporate officers 


Directors’ report and the special Statutory Auditors’ report: 

1. Authorizes the Board of Directors, in accordance with 

the provisions of Articles L. 225-177 to L. 225-185 of the 

French commercial code, to grant the abovementioned 

beneficiaries, on one or more occasions, options entitling 

holders to subscribe for new company shares to be issued 

relative to an increase in its capital or to purchase existing 

company shares resulting from buybacks carried out by 

the company under the conditions provided for under 

French law; 



3. Decides that the beneficiaries for such options may only be: 

-On the one hand, employees, certain members of staff or 

certain categories of staff from APRIL GROUP and, as relevant, 

any companies or economic interest groups that are related 

to it as per Article L. 225-180 of the French commercial code, 

-On the other hand, corporate officers fulfilling the 

conditions set out under Article L.225-185 of the French 

commercial code; 

4. The total number of options that may be awarded by the 

Board of Directors under this delegation may not entitle 

holders to subscribe for or purchase a number of shares 

exceeding 5% of the existing share capital on the day of 

the first allocation, in accordance with the legal limits in 

force and more specifically the limits set out in Articles 

L. 225-182 and R. 225-143 of the French commercial code; 

5. Decides that the share subscription and/or purchase 

price for beneficiaries will be set the day on which the 

options are awarded by the Board of Directors and will 

correspond to 100% of the average listed share price over 

the 20 trading days prior to the day on which the option 

is awarded. The Board of Directors will be able to offer 

a discount of up to 5% on the subscription or purchase 

price; 

6. Decides that no options may be awarded: 

- 10 trading days before and after the date on which the 

consolidated financial statements are published, 

- Within the period between the date when the company’s 

corporate bodies become aware of any information that, 

if it was made public, could have a significant impact on 

the price for the company’s securities, and 10 trading 

days after the date on which such information is made 

public, 

- Within 20 trading days of payment of a coupon on 

the shares entitling holders to a dividend or a capital 

increase; 

7. Decides that the shares subscribed for or acquired in 

connection with the previous provisions must be held on a 

registered basis and will be entitled to dividends as of the first 

day of the financial year during which options are exercised. 

For the financial year started on this date and for subsequent 

financial years, they will be entitled to the same dividend as 

for other shares entitled to dividends in the same way; 

8. Acknowledges that under this authorization, beneficiaries 

of stock warrants expressly waive their preferential 

subscription right for shares that will be issued as options 

are exercised; 

9. Delegates full powers to the Board of Directors to set 

the other terms and conditions for the allocation and 

exercising of options, and more specifically: 

- Setting the conditions under which options will be 

awarded and determining the list or categories of 

beneficiaries as provided for above; as relevant, setting 

the seniority conditions required for such beneficiaries; 

setting the conditions under which the price and number 

of shares will need to be adjusted, notably as provided 

for under Articles R. 225-137 à R. 225-142 of the French 

commercial code, 

- Setting the exercise periods for options granted in this 

way, it being understood that the term of options may 

not exceed a period of eight years as of their allocation 

date, 

- Providing for the option to temporarily suspend the 

exercising of options for up to three months in the event 

of financial transactions involving the exercising of any 

rights associated with the shares, 

- Performing or calling on third parties to perform all 

formalities and do whatever is necessary to make the 

capital increases that may be carried out as authorized 

under this resolution definitive; amending the bylaws 

accordingly and generally doing whatever is necessary, 

-On its decisions alone, and if it deems it relevant, booking 

the costs for share capital increases against the amount 

of premiums relating to such increases and deducting the 

sums required to take the legal reserve up to one tenth of 

the new capital after each increase against this amount; 

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6.0 


Eighteenth resolution - Authorization for the Board 

of Directors to freely allocate shares to members 

of staff 


Directors’ report and the special Statutory Auditors’ report, 

authorizes the Board of Directors to allocate ordinary 

company shares, existing or to be issued, on one or more 

occasions, in accordance with Articles L. 225-197-1 and 

L. 225-197-2 of the French commercial code, to: 

Salaried members of staff from the company or companies 

that are linked directly or indirectly to it as per Article 

L 225-197-2 of the French commercial code; 

And/or corporate officers fulfilling the conditions set out 

under Article L. 225-197-1 of the French commercial code. 

The total number of shares freely allocated in this way may 

not exceed 5% of the share capital on the date of the Board 

of Directors’ decision for their allocation. 

Shares will be definitively awarded to beneficiaries at the end 

of a vesting period: 

Of at least two years for beneficiaries who are French tax 

residents on the allocation date. Such beneficiaries will 

also be required to retain the shares awarded to them for 

a minimum period of two years. The Board is entitled to 

increase the length of both of these periods; 

Of at least four years for beneficiaries who are non-French 

tax residents on the allocation date, for which the cause 

of taxation coincides with the end of the vesting period, 

with the Board of Directors able to increase the length of 

this period. 

However, such beneficiaries are not subject to the 

abovementioned holding requirement, unless indicated 

otherwise by any tax provisions. 

On an exceptional basis, the allocation will become definitive 

before the end of the vesting period in the event of the 

beneficiary’s disability in accordance with the second or third 

categories set out in Article L. 341-4 of the French social 

security code. 

Full powers are granted to the Board of Directors to: 

Set the conditions and, as relevant, the criteria for awarding 

shares; 

determine the identity of beneficiaries and the number of 

shares awarded to each one of them; 

determine the impacts on beneficiaries’ rights of operations 

modifying the capital or likely to influence the value of 

shares awarded and carried out during the vesting and 

holding periods, and, as a result and if necessary, modify 

or adjust the number of shares awarded to safeguard the 

rights of beneficiaries; 

As relevant: 

- Acknowledge the existence of sufficient reserves and, 

at the time of each allocation, transfer the sums to a 

blocked reserve account as required for freeing up the 

new shares to be awarded, 

-When necessary, decide on the capital increase(s) through 

the incorporation of reserves, premiums or profits, in 

conjunction with the issue of new shares awarded freely, 

with the amount of such capital increases booked against 

the total amount authorized under the 11th resolution, 

-Acquire the shares required in connection with the share 

buyback program and allocate them to the allocation 

scheme, 

- Take all useful measures to ensure compliance with the 

holding requirement for beneficiaries, 

-And, generally do whatever is necessary in connection 

with the implementation of this authorization in 

accordance with the legislation in force. 

Under this authorization, shareholders expressly waive their 

preferential subscription right to any new shares issued 

through the incorporation of reserves, premiums and profits. 

It is given for a period of 38 months as of the date of this 

Meeting. 

Nineteenth resolution - Formalities 

The General Meeting grants full powers to the bearer of a 

copy of or extract from the minutes for the present meeting 

to perform all the filings and formalities required under 

French law. 

177 


7.0 Index 7.0 

of headings 

of headings Index 

For the convenience of readers of this reference document, the following index has been provided to facilitate the identification 

of the main disclosures required by Commission Regulation (EC) 809/2004 of April 29 th , 2004, implementing the European 

Parliament and Council Directive 2003/71/EC. 

INFORMATIONS 

REFERENCE DOCUMENT 

§ Pages 

1. Persons responsible 

Person responsible for the information 1.4 5 

Corresponding statement 1.2 4 

2. Statutory auditors 1.3 5 

3. Selected financial information 4 32 

Key consolidated figures 3.1.3 18 

4. Risk factors 3.6 25 to 31 

5. Information on the issuer 

Company history and development 3.1.1 15 to 16 

Investments 3.4.1 22 to 25 

6. Overview of activities 

Main activities and main market 3.1.2 17 to 18 

7. Structure 3.4 21 

8. Real estate, plant and equipment 

Major existing or planned tangible fixed assets N/A N/A 

Environmental impact of the use of such fixed assets 

178 


7.0 

Index of headings 

INFORMATIONS 

9. Review of the financial position and consolidated earnings 

Financial position 

Operating income 

Sector information 

10. Cash flow and capital 


§ Pages 

Consolidated balance sheet 94 to 95 

Table presenting changes 97 

Consolidated income statement 93 

Management report 50 to 52 

3.1.4 19 

Notes to the consolidated financial 

statement 

Capital Table presenting changes 97 

Financial liabilities 

Table of changes 

Note 6.12 

Cash-flow – statement and references 96 

11. R&D, Patents and licences 3.2 19 

12. Trends 2 to the management report 52 

13. Forecasts and earnings estimates N/A N/A 

14. Administrative, management, supervisory and executive bodies 

Information on members of the company’s administrative and management bodies 5.1 34 

Conflicts of interest relative to administrative, management, supervisory and executive bodies 5.1.3 36 

15. Compensation and benefits 11 to the management report 62 to 63 

16. Administrative and management body operation 


Board’s report 

17. Employees 7 to the management report 53 to 55 

18. Main shareholders 2.3 13 

19. Operation with affiliated parties 

Notes to the consolidated financial statements Note 8 137 

Special Statutory auditor’s report on regulated agreements 166 to 169 

20. Financial information concerning the company’s assets, liabilities, financial position and earnings 

Historical financial information Table of contents - footnote 2 

117 

135 

80 

179 


7.0 

Index of headings 

INFORMATIONS 


§ Pages 

Pro forma financials N/A N/A 

Financial statements - statutory financial statements Part IV 151 

Verification of annual historical financial information Table of contents - footnote 2 

Dates of last financial information available Table of contents - footnote 2 

Interim and other financial information N/A N/A 

Dividend payments and policies 2.5 14 

Arbitrage and legal proceedings 3.6.3 30 

Significant changes in the financial position or commercial situation 4.1 32 

21. Additional information 

Share captial 2.2 10 

Note 7 161 

Notes to the statutory financial statements Part IV 155 

Certificates of incorporation and bylaws 2.1 6 

22. Significant contracts N/A N/A 

23. Information from third parties, statements by experts and declarations of interests N/A N/A 

24. Publics documents 1.5 5 

Issuer site : http://www.aprilgroup.com/ 

AMF site : http://www.amf-france.org/ 

25. Information on equity interests 

Basis for consolidation 108 to 113 

Equity interest (notes to the statutory financial statements) Note 3 159 

Description of key investments 3.4.1 22 

180 


Photo Credits: Collectif Item, Gil Lebois, Philippe Castano, Dortmann, Getty Images – Design and creation 

Head office, 83-85 boulevard Marius Vivier Merle 

69487 Lyon cedex 03 France – www.aprilgroup.com 

A French limited company (société anonyme) with a Board of Directors and capital of €16,324,252.80 – 377 994 553 RCS Lyon 

An insurance intermediary – registered with ORIAS under no. 07 019 355 (www.orias.fr)

2007 - April

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