LA MONDIALE
INVESTOR PRESENTATION
October 2019
LA MONDIALE INVESTOR PRESENTATION October 2019 C1 - Public Natixis - - PowerPoint PPT Presentation
LA MONDIALE INVESTOR PRESENTATION October 2019 C1 - Public Natixis Proposed Transaction Inaugural Euro-denominated benchmark Perpetual non-call 10 Restricted Tier 1 Notes Callable at par anytime between 9.5 and 10 years, and at every
October 2019
2 ✓
Inaugural Euro-denominated benchmark Perpetual non-call 10 Restricted Tier 1 Notes
✓
Callable at par anytime between 9.5 and 10 years, and at every coupon payment date thereafter, subject to regulatory approval and other conditions
✓
Principal write-down upon standard Solvency II triggers (breach of 75% of SCR, breach of 100% MCR, or breach of 100% of SCR not remedied within 3 months)
✓
Discretionary and conditional principal reinstatement (write-up)
✓
Fully discretionary interest payments; mandatorily cancellable upon breach of 100% of MCR or 100% of SCR or Solvency Condition, in case of insufficient distributable items or if required by the regulator
✓
The Notes are expected to be rated BBB- by S&P
✓
Optimization of the group’s capital structure under Solvency II, with the issuance of Restricted Tier 1 securities eligible up to 20% of the total Tier 1 Capital
✓
Supportive to current positive Outlook by S&P as the notes are expected to be taken into account in the rating agency’s capital model
✓
Optimize financial flexibility in a cost-effective way while maintaining a strong financial flexibility by leaving Tier 2 and Tier 3 issuance capacities unchanged (respectively €1.7bn and €0.9bn as of end of June 2019)
✓
Significant buffers to principal write-down triggers as the regulatory Solvency II capital was in excess of more than €5bn of the SCR at the end of June 2019
Key features Issuance Rationale
✓ Leader in savings & pensions in France
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€11.3bn eligible own funds as of HY19 (SGAM) €9.7bn GWP in 2018 (SGAM) €237mn net result for the first half of 2019 (SGAM) SII ratios of 185% (SGAM) & 229% (La Mondiale) as of HY19 Organic capital generation of €1bn in 3 years (SGAM) A- / Positive outlook from S&P
✓ Strong footprints in private wealth savings, with a large share in Unit-Linked ✓ Major player in health & protection in France
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“The positive outlook on AG2R LM indicates that we could raise the ratings in the next 12 months if the group continues to reduce its sensitivity to persisting low interest rates. An upgrade would also be predicated on AG2R LM maintaining S&P Global Ratings' capital adequacy around the 'AA’ level, and a satisfactory operating performance.”
Outlook
“SGAM AG2R LA MONDIALE benefits from its strong brand and leading competitive position in life and protection insurance in France.” The ‘A-’ rating, positive outlook is also affirmed
AG2R LM's core subsidiaries: AG2R Prévoyance, Prima, La Mondiale, and Arial CNP Assurances. At the same time, S&P affirmed its 'BBB' issue rating on La Mondiale's junior subordinated debt.
Overview
'A-’ Positive Outlook Business risk profile: Strong Financial Risk Profile: Satisfactory Liquidity: Exceptional Financial Strength Rating: A-
As of September 23, 2019
Unit Linked €25.9bn 31% General account €57.5bn 69% 6,205 6,161 2,744 3,529 4,224 1,845 2,532 1,793 831 144 143 67 FY 2017 FY 2018 HY 2019 Total Savings Pensions Others
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Results in line with the Group's strategy: ▪ Limit inflows on the general account (with guaranteed capital) ▪ Keep a competitive position on the market ▪ Maximize the unit linked inflows 31% of La Mondiale’s liabilities made of UL: c. 10pts above the market 39% pensions / 61% savings: natural hedge between liabilities
Outstanding liabilities €83.4bn Premiums (in €m) Liabilities by products €83.4bn
Protection 1% Retail Savings 6% Individual Pension 14% Group Pension 24% Private Wealth Management 55% 67% 33% G/A UL 63% 37% 62% 38%
Figures as of HY2019
4,171 3,237 3,935 1,702 325 292 289 143 FY 2016 FY 2017 FY 2018 HY 2019 Private Wealth management Retail Savings
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Gross Written Premiums (in €m)
Partnerships with leading private banks and distributors
Top 3 on the French market 46% of UL in Premiums: stable compared to FY 2018, far above the French market Specific focus on HNWIs thanks to our distribution networks (private banks) Specific tax treatment and inheritance purpose Continuous product innovation bringing tailor-made solutions to our partners: dedicated funds, multiple investment options, more than 7,200 unit-linked supports A joint offer of Luxembourg and French insurance products
(Source : Fédération Française de l’Assurance and Commissariat aux assurances Luxembourg)
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Gross Written Premiums (in €m)
1,078 956 436 400 FY 2016 FY 2017 FY 2018 HY 2019 1,669 Exceptional
#1 on the French market, through the partnership with CNP Strong growth experienced in Group Supplementary Pension over the last 20 years Affected positively by the ageing population and the reduction of the state pension benefits going forward Clients: medium and large companies, including those
employees Powerful IT platform for underwriters to manage group contracts incorporating all product innovations PACTE law: an opportunity for further market development
882 864 837 395 FY 2016 FY 2017 FY 2018 HY 2019
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Gross Written Premiums (in €m)
#1 on the French market on Self-Employed Retirement Plans, landmark business line of La Mondiale for more than 50 years Distribution network with more than 1,000 salespeople who are expert in tax and patrimonial optimization Clients: CEOs and entrepreneurs, long-term partnerships in particular with auditors / accountants Contracts with regular premium payments which cannot lapse ensuring a very stable portfolio Increased needs of the French ageing population for retirement products to complement the state retirement system given the reduction of the state pension benefits Critical mass which ensures a mutualization / diversification of the longevity risk (more than 50k annuitants) without a negative selection bias
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Note: 2018 ranking Source: Argus de l’assurance
Very competitive market Strategy is not to sacrifice profitability for growth Aggregation of players in this market AG2RLM is actively participating in this movement by incorporating every year new health mutual structures
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1
2
3
4 5
2
1
3
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Protection (GWP in €bn) Health (GWP in €bn)
€2.0bn €1.6bn €1.4bn €1.3bn €1.3bn €5.1bn €2.3bn €2.1bn €2.0bn €1.8bn
4,495 210 324 21 1 5,050
2018 FY 2018 net income Fair value adjustment Mutual certificates Assets & Others HY 2019 12.2% 19.4% 11.1% 13.9% 8.1% 9.0% 8.4% 9.3% 8.8% 7.6% 7.8%* 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 E2019
Equity capital and net income
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Strong organic capital generation (in €m) Return on equity
+ €555m
Note : *Estimated EoY2019
La Mondiale: €5.1bn of IFRS own funds (+12% compared to FY 2018, more than x3 compared to 10 years ago), as a result in HY2019 of: ✓ €210m of net income ✓ €21m of mutual certificates issuance ✓ €324m of fair value adjustment (evaluation of unrealized gains on almost all non-real estate investments, net of deferred profit-sharing and tax) Group equity capital target: €1bn of growth every three years, driven by the net results ✓ Results directly contribute to equity, hence driving growth in equity ✓ No dividend distribution given our mutual nature ✓ ROE is in line with our target
(*) 100 200 300 400 500 1 2 3 4 5 6 €m €bn Equity Net income
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Note: *HY estimated
SGAM AG2R LA MONDIALE SGAPS AG2R LA MONDIALE
Eligible Own Funds = €11.3bn SCR = €6.1bn S2 ratio = 185% Premiums = €4.3bn
LA MONDIALE
Protection & Health Eligible Own Funds = €1.4bn SCR = €1.0bn S2 ratio = 144%
S2 standards
Premiums = €1.5bn Total balance sheet = €11.7bn* Pensions & Savings Eligible Own Funds = €8.7bn SCR = €3.8bn S2 ratio = 229%
S2 standards
Premiums = €2.7bn Total balance sheet = €105.2bn
▪ All securities issued since 2016 have a dual trigger on both the SGAM and La Mondiale solvency ratios (see details p.48) ▪ A mutual life insurance company is a company with no shareholders, i.e. results go directly into equity ▪ It has been decided to stop the merger with Matmut committed on 1/1/2019; this should be legally effective at the beginning of December 2019 and with almost no impact on the Group's solvency (estimated 2p.p. of Solvency pro-forma end of 2018)
SGAM’s prudential scope
Full financial solidarity in proportion of capital surplus
Strong profitability driven by sound and recurrent results and no shareholders to remunerate given our mutual nature Leading to an organic capital generation of €1bn every three years Many levers still available given our flexibility on liabilities, the strong management buffers we have such as policyholders surplus reserve but also management actions such as hedging, use of reinsurance, etc. Active management of the traditional books with a continued decrease of guaranteed rates, while maintaining sound and robust net investment yields way higher than guarantees thanks to a disciplined ALM group policy and longer fixed income investment than the market (pension business part) Controlled underwriting and unique positioning towards high net worth individuals allowing us to have a better mix than the market (10pts above peers)
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0.9 1.1 0.9
0.1 0.3 0.5 0.7 0.9 1.1 2016 2017 2018 2019 1.2
0.5 0.4
0.0 0.5 1.0 1.5 2016 2017 2018 2019
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Net Unit Linked inflows (€bn) Net inflows (in €m)
Measures have been taken to restrain the volume in GA while keeping good UL net inflow.
Net General Account inflows (€bn)
888 1,798 419 986 1,220 530
578
FY 2017 FY 2018 HY 2019 Net inflows Unit Linked General Account
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€2.2bn
Policyholder surplus reserve (EOY2018)
✓
Represents more than 4% of technical reserves
✓
Considered as hard equity by S&P’s
Continuous decrease of the average guaranteed rate
✓
EoY 2018 average guaranteed rate on the Inforce = 0.74%
✓
Buffer of 227bps (difference between asset yield and average guaranteed rate)
0% before fees
Negative new business guaranteed rate since November 2017
✓
Real guarantee at about -80bps
✓
Buffer of 208bps (difference between fixed income investment yield and average NB guaranteed rate)
2.02%
Discretionary profit sharing
✓
Follows the decrease of the asset yield
✓
Always superior to the market
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SGAM CNP AXA Generali Groupama Inforce guaranteed rate 0.74% 0.28% 1.80% 1.36% 1.20% New business guaranteed rate 0.00% 0.02% 0.30% 0.12% 0.00%
2.1% 1.5% 1.09% 1.04% 0.94% 0.84% 0.79% 0.74% 10 20 30 40 50 60 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 higher than 4.5% btw 3.5% and 4.5% btw 2.5% and 3.5% btw 1% and 2.5% btw 0% and 1% 0% guaranteed Average guaranteed rate
Portion of liabilities with a gross guaranteed rate above 3.5% decreased from 35% in 2003 to 8% in 2018 Average guaranteed rate decreased from 0.79% in 2017 to 0.74% in 2018 Inforce guaranteed rate lower than peers
1.79%
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Inforce business Buffer
SCR €5.3bn
(*)Savings and Pensions average guaranteed rate (1st year & 2nd year) (**) Savings and Pensions average guaranteed rate (after 2nd year)
New business (NB) in 2018
Market buffer (bps) Inforce buffer NB buffer SGAM 227 208 CNP 240 117 AXA 135 220 Generali 174 189 Groupama 100 170
3.01% 0.74% 1.28%
Yield on total Savings and Pensions asset base
Savings and Pensions average guaranteed rate (mandatory) 2.02% net of fees Profit sharing +227bps 274 265 262 247 241 227 269 228 151 155 179 208 2013 2014 2015 2016 2017 2018
Inforce buffer NB buffer
Yield on Savings and Pensions fixed income assets
+208bps * **
0.4 0.4 0.7 0.7 0.8 1.5 1.7 2.3 2.2 0.6% 0.7% 1.2% 0.9% 1.8% 1.6% 1.8% 3.1% 3.4% 4.3% 4.1% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Profit-sharing reserve (€bn)
0.2 0.2
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Consolidated policyholder surplus reserves A credited rate in line with the market
Target: stability over 4% ✓ €2.2bn Policyholder Surplus Reserve, representing 4.1% of total technical reserves ✓ Slight decrease in the provision between 2017 and 2018 (€56m) to absorb the capital losses reserving on mainly equity securities (impact
✓ The profit-sharing rate is still decreasing, along with the decline in the asset return rate. ✓ While keeping our policyholders surplus reserve target above 4% of reserves
(*) Assumption of a 10cts decrease of the market as provided by numerous press articles
3.69% 3.40% 3.25% 3.13% 2.84% 2.64% 2.20% 2.15% 2.02% 1.83% 3.40% 3.00% 2.91% 2.80% 2.54% 2.27% 1.93% 1.83% 1.73% 2010 2011 2012 2013 2014 2015 2016 2017 E2018*
Net average credited rate La Mondiale Net average credited rate French market (FFA) +29cts Between +19cts & +29cts
▪ HY2019 Average investment rate on bond portfolios: 1.58% ▪ Credit exposure: more than 80% above A- ▪ Duration / sensitivity of portfolio (7.4) in line with liabilities sensitivity ▪ Sovereign exposure accounts for 28% of total fixed income exposure ▪ Peripheral countries exposure forms 14% of this sovereign bucket and hence represents only 4% of overall total investments. High level of unrealized gains (€327m) allowing credit shock absorption
Fixed income
▪ HY2019 performance at +18.6%, after -8.9% in 2018 and +12.5% in 2017
Equity
▪ Solid rental market, especially on all recently delivered surfaces
Property
✓ Asset allocation stable over time ✓ No change in risk policy in the current environment ✓ Investment on average longer than the market thanks to pension business
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Outstanding assets – €100.8bn General Account assets allocation – €74.7bn
SCR €5.3bn
Fixed Income €60.1bn 81% Equity €6.7bn 9% Property (**) €3.6bn 5% Repo collateral (*) €3.4bn 4% Cash €0.9bn 1%
(*) Sale and repurchase agreement (**) IFRS figures – total value: €5.1bn Figures as of HY2019
General account asset €74.7bn 74% Unit linked assets €26.1bn 26%
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▪ Implementation of these risk hedges to lower rates in 2010 and 2015-2016 ▪ Allowed to crystallize an average purchase rate of 2.21% for an amount of approximately €1bn ▪ Amount of the unrealized gains to more than €280m at the end of August 2019
Futures financial instrument – Purchase of forwards
Choice to give up part of the equity yield to protect the balance sheet and set up a hedge on the entire equity portfolio, for a strike of 90% compared to the level of the Eurostoxx at the beginning of September. This will result in: ▪ Reducing portfolio sensitivity to equity risk ▪ Preserving the financial margin ▪ Improving the solvency ratio
Equity coverage – Purchase of puts
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Although the short / medium term profitability of the Group is high, the negative rates environment could have an impact on the solvency figures. Thus, reflections / actions have already been identified to limit as much as possible the negative impacts of this environment. Depending on the strategy adopted by the Board, it may be decided to implement all or part of these in the short term
Debts issuance
(Capital management)
Longer duration investment
(Asset management)
Hedging program
(Asset management)
Reinsurance Mutual certificates
(Capital management)
Cost savings New products
(Liability management)
Crediting policy lowering
(Liability management)
Strong limitation of inflows on general account
(Liability management)
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Framework 2018 HY2019 Solvency ratio
> 150% 218% 185% ▪ Market Impacts
Financial leverage
< 40% 31% 27% ▪ Improvement of leverage ratios, thanks to redemption of debts (2013 PerpNC6) ▪ Leverage between 20%-40%
Interest coverage
> 4 4.8 5.6 ▪ Extremely good early refinancing conditions of the 2013 PerpNC6 ▪ Interest Coverage in a highly satisfying range In addition, the residual issuance capacity under Solvency 2 is significant at €2.9bn (€1.2bn in RT1, €1.7bn in T2, including €0.9bn of T3) – details on p.27 Comfortable room on all the indicators to reinforce the capital position of the Group
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▪ The solvency ratio decreased by 33pts between FY2018 and HY2019, almost exclusively due to lower HY2019 interest rates ▪ The EIOPA yield curve dropped by almost 100bps on HY2019 ▪ As the solvency ratio sensitivity to a 50bps interest rates decrease was 15pts at EoY 2018, the impact is in line with what was displayed The amount of the transitional measure on technical provision is €3.6bn and represents 60pts of SGAM AG2R LA MONDIALE ratio. The measure has been agreed by the supervisor until 2032 The issuer La Mondiale (solo) S2 ratio is at 229% (see details in appendix p.48)
SGAM solvency Key Sensitivities (EoY 2018) SCR breakdown
2018 HY2019
218% 185%
SCR €5.3bn Eligible
€11.7bn SCR €6.1bn Eligible
€11.3bn Market 67% Life 14% Health 10% Operational 6% Counterparty 3% 19% of diversification benefit1
+13pts
+5pts
Interest rate -50bps Interest rate +50bps Equity market -20% UL/GA mix (+5% UL) (ie 38% instead of 33%) UFR -45bps
(1) Diversification benefit = (sum of net SCR excluding Operational risk SCR - net BSCR) / sum of net SCR excluding Operational risk SCR
11,764 6,090 Total EOF pro forma SCR
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Eligible own funds pro forma (in €m) SGAM solvency pro forma
Before: 185%* 193%* After
(*) Including transitional measure 79% EOF 9% EOF 12% EOF
Contemplated issuance Unrestricted Tier 1 RT1 Tier 2 HY19 Total EOF pro forma Contemplated Issuance 8,935 1,020 1,309 11,264 11,764 500
191 768 197 499 340 256 500 2024 2025 2026 Jan-27 Dec-27 2028 2029 3.38%* 1,020 1,309 500 714 1,736 913 RT1 Tier 2 Tier 3 Issued Contemplated issuance Headroom
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Debt maturity profile Issuance capacity as per S2 regulation (in €m)
RT1 T2 Contemplated issuance 6.75% 5.05% 2.56%* 2.58%* 1.94%
(*) euro equivalent issuance rate, after hedging
Total RT1 (as of HY2019): €965m Total T2: €1,286m
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Inaugural Euro-denominated benchmark Perpetual non-call 10 Restricted Tier 1 Notes
✓
Callable anytime between 9.5 and 10 years, and at every coupon payment date thereafter, subject to regulatory approval and
✓
Principal write-down upon standard Solvency II triggers (breach of 75% of SCR, breach of 100% MCR, or breach of 100% of SCR not remedied within 3 months)
✓
Discretionary and conditional principal reinstatement (write-up)
✓
Fully discretionary interest payments; mandatorily cancellable upon breach of 100% of MCR or 100% of SCR or Solvency Condition, in case of insufficient distributable items or if required by the regulator
✓
The Notes are expected to be rated BBB- by S&P
✓
Optimization of the group’s capital structure under Solvency II, with the issuance of Restricted Tier 1 securities eligible up to 20% of the total Tier 1 Capital
✓
Supportive to current positive Outlook by S&P as the notes are expected to be taken into account in the rating agency’s capital model
✓
Optimize financial flexibility in a cost-effective way while maintaining a strong financial flexibility by leaving Tier 2 and Tier 3 issuance capacities unchanged (respectively €1.7bn and €0.9bn as of end of June 2019)
✓
Significant buffers to principal write-down triggers as the regulatory Solvency II capital was in excess of more than €5bn of the SCR at the end of June 2019
Key features Issuance Rationale
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Principal Write-Down Risk
✓
Substantial buffer to principal write-down risk of at least €5.2 billion (HY2019 distance to 100% SCR)
✓
Strong >150% minimum Solvency ratio target, with HY2019 position of 185% largely in excess
✓
Conservative capital management and available mitigation actions to strengthen the Solvency position if necessary
‒
Debt issuance, mutual certificates, hedging programme, cost savings, reinsurance…
✓
Discretionary principal reinstatement, subject to certain conditions
✓
Limited liquidity risk and No Point of Non-Viability (PONV) Loss Absorption seen in Bank AT1s
Coupon Cancellation Risk
✓
Similarly substantial buffer to mandatory coupon cancellation triggers
✓
Robust available distributable items position of €1.1 billion at H12019
✓
Track-record of capital generation
✓
Modest and manageable distributions to mutual certificates’ holders
Extension Risk
✓
Long term interest rate risk to investors is mitigated by a coupon reset mechanism
✓
The Notes do not contain any incentive to redeem at any call date, in line with applicable Solvency II regulation, with call decisions remaining fully discretionary and subject to regulatory approval
✓
Very reasonable issuer debt maturity profile
11,264 2,540 Total Eligible Own Funds MCR 11,264 4,567 Total Eligible Own Funds 75% SCR 11,264 6,090 Total Eligible Own Funds SCR
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€6.7bn €5.2bn €8.7bn
Breach of 100% of SCR Breach of 100% of MCR Breach of 75% of SCR As of HY2019, available distributable items1 amounted to €1.1bn
1Distributable Items: (i) the retained earnings and the distributable reserves of the Issuer, calculated on an unconsolidated basis, as at the last calendar day of the then most recently ended financial year of the Issuer; plus (ii) the profit for
the period (if any) of the Issuer, calculated on an unconsolidated basis, for the period from the Issuer's then latest financial year end to (but excluding) such Interest Payment Date; less (iii) the loss for the period (if any) of the Issuer, calculated on an unconsolidated basis, for the period from the Issuer's then latest financial year end to (but excluding) such Interest Payment Date, each as defined under national law, or in the articles of association of the Issuer.
CNP FY18 Aegon FY18 La Mondiale FY18 SCOR FY18 Achmea FY18 ASR FY18 87pp 111pp 118pp 115pp 98pp 97pp €11.7bn €9.3bn €6.3bn €4.8bn €4.4bn €3.4bn CNP FY18 Aegon FY18 La Mondiale FY18 Achmea FY18 SCOR FY18 ASR FY18 337pp 801pp 279pp 144pp 269pp CNP FY18 Aegon FY18 La Mondiale FY18 SCOR FY18 Achmea FY18 ASR FY18 122pp 123pp 140pp 143pp 136pp
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Breach of 100% of SCR Breach of 75% of SCR Breach of 100% of MCR
€15bn €11.3bn €7.6bn €5.9bn €5.6bn €4.3bn €18.3bn €15.6bn €9.2bn €6.6bn €5.3bn €5.3bn 112pp 379pp
Source: SNL, financial reports
Buffer to SCR/MCR (in points of margins)
Issuer La Mondiale Notes EUR[●],000,000 Perpetual Fixed Rate Resettable Restricted Tier 1 Notes (the Notes) Issue Rating BBB- (S&P) (expected) Maturity Perpetual Ranking Deeply Subordinated Obligations, junior to prêts participatifs granted to the Issuer and titres participatifs issued by the Issuer, Ordinary Subordinated Obligations, Senior Subordinated Obligations and Unsubordinated Obligations of the Issuer and senior to all present and future Mutual Certificates of the Issuer Interest Rate
Optional Redemption
Interest Cancellation
Mandatory interest cancellation (in full or part) in case of (i) non-compliance with the SCR, (ii) non-compliance with the MCR, (iii) insufficient Distributable Items, (iv) required by the Relevant Supervisory Authority
Trigger Event At the determination of the Issuer, the amount of Own Fund Items of the Issuer or SGAM (as the case may be) eligible to cover: (a) the SCR is ≤ 75% of the SCR; or (b) the MCR is equal to or less than the MCR ; or (c) the SCR of the Issuer has been less than the SCR for a continuous period of 3m (starting from the date on which non-compliance was first observed) Write-Down upon Trigger Event
linear basis to reflect the SCR Ratio where the Prevailing Principal Amount would be equal to (a) EUR0.01 if the SCR Ratio of the Issuer and/or SGAM were 75% and (b) the Initial Principal Amount if the SCR Ratio were 100%; or z) any higher amount that would be required by the relevant rules in force at the time of the Write-Down Discretionary Reinstatement The Issuer may at its discretion increase the Prevailing Principal Amount of the Notes, provided that this shall not cause the occurrence of a Regulatory Event and: (A) only if SCR compliance is restored; (B) such reinstatement is not activated by reference to Own Fund Items issued or increased in order to restore SCR compliance; (C) occurs only on the basis of profits that contribute to Distributable Items made subsequent to restoration of SCR compliance of the Issuer and/or SGAM in a manner that does not undermine loss absorbency and hinder recapitalisation (D) does not result in a Trigger Event (E) occurs no later than 10 years since the last Write-Down Date and (F) authorised only if the Issuer and/or SGAM is not subject to any Administrative Procedure or the Relevant Supervisory Authority has formally notified the Issuer and/or SGAM of the end of Administrative Procedures Denominations EUR 100,000 + 100,000 Governing Law / Docs French law / Information Memorandum dated [●] 2019 Selling Restrictions As per the Information Memorandum; Professional investors and ECPs only target market Form / Listing / Clearing Bearer / Euronext Growth / Euroclear and Clearstream
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Issuer La Mondiale Achmea B.V. Aegon N.V. CNP Assurances Issue Date / Maturity [●] Oct 2019 / Perpetual 19 Sep 2019 / Perpetual 28 March 2019 / Perpetual 20 Jun 2018 / Perpetual Issuer Call at anytime 6 months prior to [●] October 2029 (FRD) or any IPD thereafter, subject to redemption conditions, unless waived by regulator at anytime 6 months prior to 24 September 2029 (FRD) or any IPD thereafter, subject to redemption conditions, unless waived by regulator at anytime 6 months prior to 15 October 2029 (FRD) or any reset date thereafter, subject to redemption conditions, unless waived by regulator 27 Jun 2028 (FCD), and every IPD thereafter, subject to redemption conditions, unless waived by regulator Issue Rating (Moody’s/S&P/Fitch)
Baa3/BBB-/BB+ Baa3/BBB/- Ranking Senior to all Mutual Certificates Senior to all classes of share capital Senior to all classes of share capital Senior to share capital and preference shares Currency / Amount EUR[●]m EUR 500m EUR 500m EUR 500m Coupon [●]% until the FRD, then reset to 5yr m/s+[●] bp (no step-up), payable semi-annually 4.625% until the FRD, then reset to 5yr m/s+478bp (no step-up), payable semi- annually 5.625% until FRD, then reset to 5yr m/s+520.7bp (no step-up), payable semi- annually 4.75%, until the FCD, then reset to 5yr m/s+391.4bp (no step-up), payable semi- annually Optional Interest Cancellation Anytime, non-cumulative Anytime, non-cumulative Anytime, non-cumulative Anytime, non-cumulative Mandatory Interest Cancellation Anytime, non-cumulative, upon breach of SCR/MCR/insufficient ADIs, or as otherwise required by the regulator Anytime, non-cumulative, upon breach of SCR/MCR/Solvency Condition/insufficient ADIs Anytime, non-cumulative, upon breach of SCR/MCR/Solvency Condition/insufficient ADIs,
Anytime, non-cumulative, upon breach of SCR/MCR/Solvency Condition/insufficient ADIs,
Trigger Event 75% SCR or breach of MCR or breach of SCR not remedied within 3 months 75% SCR or breach of MCR or breach of SCR not remedied within 3 months 75% SCR or breach of MCR or breach of SCR not remedied within 3 months 75% SCR or breach of MCR or breach of SCR not remedied within 3 months Principal Loss Absorption Temporary write-down (partial or in full) Temporary write-down (partial or in full) Equity conversion (in full) Conversion price equal to EUR 2.994 (c. 70% of share price at issue) Temporary write-down (partial or in full) subject to permanent write-down fall-back Write-Up Amount at the issuer’s discretion, subject to certain conditions At the issuer’s discretion, subject to certain conditions and Relevant Proportion of Net Profits
certain conditions Special Event Redemptions Tax event (withholding, gross-up, deductibility), Regulatory Event, or Rating Methodology Event, or Clean-Up Redemption subject to replacement provisions within the first 5 years and/or other conditions Gross-Up Event, Tax Deductibility Event, Regulatory Event, or Rating Methodology Event, or Clean-Up Redemption subject to replacement provisions within the first 5 years and other conditions Gross-Up Event, Capital Disqualification Event, Rating Methodology Event, at any time, subject to replacement provisions within the first 5 years and other conditions Tax Event (withholding, gross up, deductibility), Regulatory Event, Rating Methodology Event, Clean-Up Call, at any time, subject to replacement provisions within the first 5 years and other conditions Substitution / Variation Upon a Regulatory Event, Rating Methodology Event or Tax event (withholding, gross-up, deductibility), subject to certain conditions Upon a Regulatory Event or Rating Methodology Event, subject to certain conditions Upon Capital Disqualification Event or Rating Methodology Event, alternatively to redemption, subject to certain conditions
French Law Dutch Law Dutch Law French Law
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La Mondiale’s board of director decided to suspend the process of unification of the AG2R La MONDIALE MATMUT Group on May 2019 due to discrepancies in values and methods.
Today, La Mondiale’s Board of Directors held an extraordinary meeting and, in keeping with its agenda, looked at the progress of the merger, the governance of the AG2R LA MONDIALE MATMUT Group and the organization of the General Meetings to be held in late May. A hundred days into the existence of this new group, the Board of Directors found discrepancies in values, vision and methods between AG2R LA MONDIALE and MATMUT, which go against the continuation of the constitution
As a result, La Mondiale’s Board of Directors is suspending La Mondiale’s involvement in the process of
An extraordinary General Assembly will soon be organized in order to draw all consequences of this decision. André Renaudin, Chief Executive, has been given mandate by the Board of Directors to implement the decisions that have been made and prepare the future1.
Very limited financial impact, 2p.p of solvency pro-forma end of 2018 (from 220% to 218%)
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(1): Unit Linked are low capital need products (2): General Account products are more capital intensive that Unit Linked ones (*): HY estimated
Robust balance sheet and monitored solvency
€7.1bn* IFRS Equity capital (+€0.7bn / FY 2018) 185% S2 ratio (-33pts / FY 2018) €5.1bn IFRS Equity capital (+€0.6bn / FY 2018) 229% S2 ratio (-38pts / FY 2018)
Rated A- / positive outlook
A- positive outlook confirmed by Standard & Poor’s in September 2019 Diversified and steered business model
€4.3bn Premiums (-12,5% / HY2018) 43% Life & Savings 19% Pensions 22% Health 15% Protection €90.1bn* Liabilities €237m Net income (+13% / HY2018) €2.7bn Premiums, 37%/63% UL1/GA2 mix above the French market: 24%/76% €83.4bn Liabilities, 31%/69% UL1/GA2 mix above the French market EoY2018: 21%/79% €210m Net income (+20% / HY2018)
Sound asset allocation & risk management (La Mondiale EoY2018) 4.1%
High level of policyholder surplus
reserve with €2.2bn
Around 15% of investments rated BBB+ or below (lower than the market)
Complete and competitive player on the French market
2nd in Supplementary Pension 5th in Health Insurance 3rd in Protection 12th in Savings Top3 in Private Wealth Management
Capital items
€2.3bn Total amount of subordinated debt €162m Total amount of mutual certificates (unrestricted Tier 1)
SGAM La Mondiale SGAM La Mondiale
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2008 SGAM AG2R LA MONDIALE
Life, savings, pensions, protection, health 8,000 employees Premiums €7.3bn 6m policyholders
2019 SGAM AG2R LA MONDIALE
Life insurance 10,600 employees Premiums €9.7bn 9m policyholders 2018: Issuance of $310m of 30NC10 Tier 2 2003: Issuance of a €175m hybrid debt in the European institutional market – PerpNC10 2004: Tap of the PerpNC10 issued in 2003 to reach a final size of €400m total 2006: New €200m hybrid offering in the European institutional market – PerpNC10 1989: La Mondiale has been the first French mutual insurance company to issue Perpetual securities successfully launching FRF500m 2013: Tender and Exchange Offer on the PerpNC10 issued in 2003 into a new €331.7m 31NC11 and new issue of $600m of PerpNC6 2014: Tender and Exchange offer on the 31NC11 and PerpNC10. New issue of € PerpNC11 2016: Launch of Mutual Certificates Program 2017: Issuance of $530m of 30NC10 Tier 2 + $400m of 30NC10 Tier 2 2019: Call of PerpNC6 Issued in 2013
1905 LA MONDIALE
Creation Life insurance
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SCR ratio or MCR ratio Target 115% 125% Trigger 110%
Financial solidarity in proportion of capital surplus Financial solidarity function of solvency ratios
Financial solidarity - description ▪ Financial solidarity rules are set in a way such that, if the solvency ratio
provide additional capital to restore a 115% ratio, as long as this does not make other members breach their own solvency ▪ Starting at 125%, an audit is performed in order to reduce the risk of triggering financial solidarity
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FY 2017 HY 2018 FY 2018 HY 2019 %Change HY 2019 / HY 2018 €m TOTAL ASSETS 98,357 101,748 97,479 105,227 3.4% Intangible assets 62 61 49 48
52 52 41 40
Insurance investments 68,495 71,937 69,699 74,670 3.8% Unit Linked investments 25,498 25,566 23,826 26,092 2.1% Others assets 3,164 3,434 3,042 3,336
Cash and cash equivalent 1,138 750 863 1,081 44.3% FY 2017 HY 2018 FY 2018 HY 2019 %Change HY 2019 / HY 2018 €m TOTAL LIABILITIES 98,357 101,748 97,479 105,227 3.4% Equity Group Share 3,848 3,993 4,132 4,686 17.4% Minority Interests 14 14 339 364 2,459.6% Total Equity 3,863 4,008 4,471 5,050 26.0% Financing debt 2,304 2,609 2,641 2,127
Insurance and financial liabilities 85,472 86,074 83,731 89,990 4.5% Other liabilities 6,717 9,058 6,636 8,061
FY 2017 HY 2018 FY 2018 HY 2019 %Change HY 2019 / HY 2018 €m Revenue 6,205 3,181 6,161 2,744
Financial Products 2,549 1,084 2,429 1,229 13.4% Others 1,625
2,818
Current operating income 10,379 4,099 6,282 6,792 65.7% Current operating expenses
68.5% Operating Income 380 230 406 271 18.1% CONSOLIDATED NET RESULT 308 175 293 210 20.1%
308 175 292 208 19.0%
1 2
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Historical asset allocation General Account (Net book value)
SCR €5.3bn
5 10 15 20 25 30 35 40 45 50 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Property Equity Fixed Income (€bn)
2019 bond investment inflows Achieved investments split
Average investment rate on bond portfolios: 1.58%
Yield Average maturity (years) Sovereign 1.55% Financials 1.59% Corporates 1.58% 1.40% 1.50% 1.60% 1.70% 1.80% 8 10 12 14 16 18 20 Financials: 66% Corporates: 50% Sovereign: -16% Financials: 31% Corporates: 60% Sovereign: 9%
Net investment inflow Investment inflow
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Sovereign 28% Guaranteed government bonds 3% Supra / Agencies 10% Covered bonds 8% Senior Financials 16% Sub Financials 4% Corporates 28% Other 3% AAA 12%AA+ 4% AA 27% AA- 10% A+ 9% A 9% A- 9% BBB+ 11% BBB 3% BBB- 2% NR 4% A 27% BBB 16% AA 41% AAA 12% 2,000 4,000 6,000 8,000 10,000 12,000 14,000 < 1 year > 1 year to 3 years > 3 to 5 years > 5 to 7 years > 7 to 10 years > 10 to 30 years
Credit Exposure split by Credit Rating Credit Exposure by Issuer Type Portfolio by maturity band
Total fixed income exposure is at €60.1bn ▪ Limited exposure to risky investments, demonstrated by less than 20%
▪ No floating rate bond ▪ Duration / sensitivity of portfolio (7.4) in line with liabilities sensitivity, much lower than their duration (11) due to crediting rate policy
Amount (€m)
44 Figures as of HY2019
Spain €1,075 m 53% Ireland €497 m 25% Italy €392 m 19% Portugal €60 m 3% France 68% Peripheral 14% Belgium 10% Austria 3% Others 5%
Sovereign bond exposure Peripheral countries exposure
Total Sovereign exposure is at €14.8bn ▪ Sovereign exposure accounts for 28% of total fixed income exposure Total Sovereign on Peripheral countries exposure is at €2.0bn ▪ Peripheral countries exposure forms 14% of this sovereign bucket and hence represents only 4% of overall total investments ▪ High level
unrealized gains (€327m) allowing credit shock absorption
45 Figures as of HY2019
Equities exposure: €6.6bn (including €1.9bn through mutual funds) ▪ HY2019 performance at +18.6%, after -8.9% in 2018 and +12.5% in 2017 ▪ A well diversified Equity portfolio by geography and sector ▪ Focus on large liquid Equity stocks traded on the main exchange markets ▪ All FX exposures are fully hedged
Equities performance Breakdown by sector Breakdown by countries (excl. mutual funds)
France 59% U.K. 11% Germany 6% Switzerland 8% Others 16% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Technology Local Government. TMT Commodities Services Oil and Gas Health Industry Financial Instit. Consumer Goods La Mondiale Equity DJ Stoxx 50
46 Figures as of HY2019
Geographic breakdown (market value) Total performance, as of EoY 2018
91.4% 3.0% 2.0% 3.6% Paris and Paris region's offices Other offices in France Paris and Paris region's homes Commercial space
Total Property exposure is at €3.6bn (fair value: €5.1bn) La Mondiale property assets represent 1,000,000 sq.m. and are mainly offices located in the center or Western Paris, i.e. only Prime Real Estate. Solid rental market, especially on all recently delivered surfaces, prompting a very good vacancy rate of c.5% Exceptional IPD index outperformances of 2015 and 2016 explained by the strong value creation on the deliveries of the restructured buildings. Average revenue: €426/m2
0% 2% 4% 6% 8% 10% 12% 14% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 La Mondiale Property IPD (french market)
IPD = Investment Property Databank
47 Figures as of HY2019
Eligible own funds €9.9bn Eligible own funds €8.7bn SCR €3.7bn SCR €3.8bn
FY2018 HY2019 Market 75% Counterparty 2% Life 16% Health 0% Operational 7%
268% 229%
The amount of the transitional measure on technical provision is €3.4bn and represents 90pts of La Mondiale ratio. The measure has been agreed by the supervisor until 2032
(1) Diversification benefit = (sum of net SCR excluding Operational risk SCR - net BSCR) / sum of net SCR excluding Operational risk SCR
LA MONDIALE SCR breakdown
13% of diversification benefit1
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9,179 3,788 Total EOF pro forma SCR
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Eligible own funds pro forma (in €m) La Mondiale solvency pro forma
Before: 229%* 242%* After
(*) Including transitional measure 73% EOF 12% EOF 15% EOF
Contemplated issuance
Liquidity: Exceptional “We believe AG2R LM has exceptional liquidity, sustained highly liquid assets, and positive net inflows. The group's pension business, which cannot be surrendered easily, is positive for its liquidity, in our view. Should any cash needs arise, we believe that AG2R LM's investment assets are highly marketable and could provide liquidity.” Extract of detailed analysis - December 20, 2018
Evolution of unrealized gains and losses according to the securities sold S&P analysis French market lapse rate (18-year period) Cash buffer: €13.2bn
7.9 1.4 0.9 3.0 Repo agreement La mondiale treasury Recurring financial revenues Bonds with close maturity 1,000 2,000 3,000 4,000 5,000 6,000 0% 20% 40% 60% 80% 100%
Liquid Very liquid
Shock +100bp
I L L I Q U I D
Quite illiquid
sold % of portfolio Unrealized gains and losses €m
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IMPORTANT: You must read the following before continuing and, in accessing such information, you agree to be bound by the following restrictions. This document was prepared by La Mondiale (the “Company”) for the sole purpose of the presentation in relation to a contemplated issue of bonds. This document includes a summary of certain terms of the proposed offering of bonds as currently contemplated and has been prepared solely for information purposes and on the basis of your acceptance of the below restrictions and does not purport to be a complete description of all material terms or of the terms (which may be different from the ones referred to herein) of an offering that may be finally consummated. This document is confidential and must be treated confidentially by the attendees at the presentation. Unless otherwise specified, the financial statements are prepared in accordance with IFRS as adopted by the European Union. Information relating to the solvency margin are, from January 1st, 2016, calculated under the European Union’s Solvency 2 rules. In the presentation, SGAM AG2R LA MONDIALE is called “SGAM” and is a French insurance group. The information contained in this document has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, completeness or correctness of the information or opinions contained in this document and the Company, as well as its subsidiaries, affiliates, directors, advisors, employees and representatives accept no responsibility in this respect. The information contained within this presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning the Company and its subsidiaries, affiliates and/or connected parties. Certain information included in this presentation and other statements or materials published by the Company are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the environment in which the Company operates. They involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date of this presentation and, subject to any legal requirement, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward- looking statements included in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward looking statements are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under Chapter “Risk factors” in the Information Memorandum (as defined below). Market data and certain industry forecasts included in this presentation were obtained from internal surveys and estimates, as well as external reports and studies, publicly available information and industry publications. The Company, its subsidiaries, affiliates, directors, officers, advisors, employees and representatives have not independently verified the accuracy of any such market data and industry forecasts and make no representations or warranties in relation thereto. Such data and forecasts are included herein for information purposes only. This document does not constitute, or form part of, an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction whatsoever. This document shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.
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Persons who intend to purchase or subscribe for any of the bonds of the Company in the context of the contemplated issue must make any decision to purchase or subscribe solely on the basis of the information contained in the information memorandum prepared in connection with the offering of the bonds. In particular, the Company draws your attention on the risk factors relating to the Company and its business and to the Company’s securities, as described in the “Risk factors” section of the Information Memorandum. This document is provided solely for your information on a confidential basis and may not be reproduced, redistributed or sent, in whole or in part, to any other person, including by email or by any other means of electronic
public in any jurisdiction. The Company’s bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register, in whole or in part, any bonds in the United States. Neither this document nor any copy of it may be transmitted or distributed in the United States. Failure to observe these restrictions may result in a violation of the laws of the United States. By accessing the information in this presentation, you represent that you are outside the United States. This presentation is not a prospectus for the purposes of the Regulation (EU) 2017/1129, as amended. PRIIPS Regulation / Prohibition of sales to EEA retail investors: The securities referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investors in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the securities referred to herein or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities referred to herein or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II product governance / Professional investors and ECPs only target market: The target market assessment in respect of the securities referred to herein has led to the conclusion that the target market of the securities referred to herein is eligible counterparties and professional clients only (each as defined in MiFID II). .
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Chief Executive Officer
Deputy Chief Executive Officer (Finances, Investments, Risks)
Chief Financial & Risk Officer benoit.courmont@ag2rlamondiale.fr +33 1 76 60 87 38
Chief Investment Officer jean-louis.charles@ag2rlamondiale.fr +33 1 76 60 99 91
Investor Relations marie.deboosere@ag2rlamondiale.fr +33 1 76 60 87 36 Investor Relations - Contact: infosfinancieres@ag2rlamondiale.fr
AG2R LA MONDIALE 104-110, boulevard Haussmann, 75008 Paris - France http://www.ag2rlamondiale.fr
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