CNP Assurances : Press release on April 26 relating to the availability of the response document of CNP Assurances

This document is an unofficial English-language translation of the press release relating to the availability of the response document (note en réponse).

In the event of any discrepancies between this unofficial English-language translation and the official

French press release, the official French press release shall prevail.

PRESS RELEASE ON APRIL 26, 2022 RELATING TO THE AVAILABILITY OF THE

RESPONSE DOCUMENT PREPARED BY

IN RESPONSE

TO THE SIMPLIFIED PUBLIC TENDER OFFER FOR THE SHARES OF CNP ASSURANCES

INITIATED BY

This press release was prepared by CNP Assurances and made available in accordance with the provisions of Article 231-27 3° of the AMF's general regulation (the « AMF's general regulation ») on April 26, 2022 (the « Press Release »).

Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-26 of its general regulation, the Autorité des marchés financiers (the "AMF") has affixed the visa n°22-123 dated April 26, 2022 to the response document (the "Response Document"). The Response Document has been prepared by CNP Assurances and engages the responsibility of its signatories.

In accordance with the provisions of Article L. 621-8-1 I of the French Monetary and Financial Code, the visa has been granted after the AMF has verified "whether the document is complete and

comprehensible and whether the information it contains is consistent". It does not imply approval of the appropriateness of the transaction, nor authentication of the accounting and financial information presented.

The Response Document is available on the websites of CNP Assurances(www.cnp.fr)and of the AMF(www.amf-france.org)and is provided to the public free of charge at the registered office of CNP Assurances, 4, place Raoul Dautry, 75015 Paris.

In accordance with Article 231-28 of the AMF's general regulation, the information relating to the legal, financial and accounting relating to CNP Assurances will be filed with the AMF and made available to the public, under the same conditions, no later than the day before the offer opens.

A press release will be published, no later than the day before the offer opens, to inform the public about how this document may be obtained.

SUMMARY

• 1. OVERVIEW OF THE OFFER .............................................................................................................. 4

• 2. BACKGROUND AND CHARACTERISTICS OF THE OFFER ...................................................................... 5

• 3. REASONED OPINION OF THE COMPANY'S BOARD OF DIRECTORS .................................................... 13

• 4. INTENTIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY ............................. 25

• 5. INTENTIONS OF THE COMPANY WITH REGARD TO THE TREASURY SHARES ....................................... 26

• 6. AGREEMENTS THAT MAY MATERIALLY AFFECT THE ASSESSMENT OF THE OFFER OR ITS OUTCOME .. 26

• 7. COMPANY'S BUSINESS PLAN ........................................................................................................ 26

• 8. REPORT OF THE INDEPENDENT EXPERT ........................................................................................ 27

• 9. PROVISION OF COMPANY'S INFORMATION .................................................................................... 27

1.

OVERVIEW OF THE OFFER

Pursuant to Title III of Book II and more specifically Articles 233-1, 1° et seq. of the AMF's general regulation, La Banque Postale, a limited liability corporation (société anonyme avec directoire et conseil de surveillance) with a share capital of EUR 6,585,350,218, having its registered office at 115 rue de Sèvres, 75275 Paris CEDEX 06, registered with the Paris Trade and Companies Register number 421 100 645 ( "LBP" or the "Offeror")1, is making an irrevocable offer to the shareholders of CNP Assurances, a limited liability corporation (société anonyme à conseil d'administration) with a share capital of EUR 686,618,477, having its registered office at 4 place Raoul Dautry, 75015 Paris registered with the Paris Trade and Companies Register under number 341 737 062 ( "CNP Assurances" or the "Company"), the shares of which are traded on the compartment A of the Euronext Paris regulated market ("Euronext Paris") under ISIN Code FR0000120222, ticker symbol "CNP" (the "Shares"), to acquire all the Shares that LBP does not hold directly or indirectly on the date of the offer document prepared by the Offeror and filed with the AMF (the "Offer Document") at the unit price (the "Offer

Price") of EUR 21.90 (dividend coupon attached), i.e. 20.90 (dividend coupon detached)2, as part of a simplified tender offer, the terms and conditions of which are more fully described in the Offer Document

(the "Offer").

As of the date of the Response Document, LBP holds 585,329,268 Shares and 1,011,927,783 theoretical voting rights representing 85.25% of the capital and 90.83% of the theoretical voting rights of the Company3.

The Offer was initiated by LBP following the completion on December 17, 2021 of the off-market acquisition by the Offeror from BPCE, a limited liability corporation (société anonyme avec directoire et conseil de surveillance) with a share capital of EUR 180,478,270, having its registered office at 50 avenue Pierre Mendès France, 75201 Paris Cedex 13, registered with the Paris Trade and Companies

Register under number 493 455 042 (hereafter, "BPCE") of 110,590,585 Shares representing approximately 16.11% of the capital and 13.62% of the theoretical voting rights of the Company4 (the

"Transferred Shares") at the price of EUR 21.90 per Transferred Share (dividend coupon attached)

(the "Price per Share of the BPCE Block") (the "BPCE Block Acquisition").

1 The share capital and voting rights of the Offeror are held in its entirety by La Poste, a public limited corporation (société anonyme à conseil d'administration) with a share capital of 5,364,851,364, having its registered office at 9, rue du Colonel Pierre Avia, 75015 Paris, registered with the Paris Trade and Companies Register under number 356 000 000 (hereafter "La Poste") (except for the loan of one share to the chairman of the supervisory board of the Offeror). La Poste's share capital and voting rights are held at (i) 66% by Caisse des dépôts et consignations, a special institution (établissement spécial) created by the Act of April 28, 1816, codified in Articles L. 518-2 et seq. of the French Monetary and Financial Code, having its registered office at 56, rue de Lille, 75007 Paris (the "Caisse des dépôts et consignations") and (ii) 34% by the French State.

2 Following the approval by the Company's annual general meeting held on April 22, 2022 of a distribution of a dividend of one (1) euro per Share, the Offer Price of 21.90 euros per Share (dividend attached) will be adjusted by an amount of one (1) euro as from the detachment date scheduled for April 27, 2022, and will consequently amount to 20.90 euros per Share (dividend detached).

3 Based on a total number of 686,618,477 shares and 1,114,146,958 theoretical voting rights of the Company (information as of March 31, 2022 published by the Company on its website with, regarding the Company's theoretical voting rights, addition of the 7,645,754 additional voting rights acquired by the Offeror on April 2, 2022 as a result of the allocation of double voting rights). In accordance with Article 223-11 of the AMF's general regulation, the total number of voting rights is calculated based on all the shares to which voting rights are attached, including shares without voting rights such as treasury shares.

4 Based on a total number of 686,618,477 shares and 812,071,223 theoretical voting rights of the Company (information as of

November 30, 2021). In accordance with Article 223-11 of the AMF's general regulation, the total number of voting rights is calculated on the basis of all the shares to which voting rights are attached, including shares without voting rights such as treasury shares.

The Offer targets all the Shares other than those held by LBP or assimilated thereto, i.e. at the date of the Response Document, a maximum number of 100,915,135 Shares, it being specified that the treasury Shares held by the Company are not targeted by the Offer5.

As of the date of the Response Document, there are no equity securities or financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company.

The Offer will be conducted following the simplified procedure in accordance with the provisions of

Articles 233-1 et seq. of the AMF's general regulation. The duration of the Offer will be twenty-two (22)

trading days.

The Offeror has announced its intention to implement a squeeze-out procedure for the shares of the Company not tendered to the Offer, at the end of the Offer, pursuant to the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF's general regulation (the "Squeeze-Out").

As from the filing of the Offer with the AMF, and until the opening of the Offer, the Offeror reserved its right to purchase Shares in accordance with the provisions of Articles 231-38 and 231-39 of the AMF's general regulation, on the market or off-market. The Offeror acquired off-market on March 16, 2022, 43,249,343 Shares at the Price Offer of EUR 21.90 per Share (dividend coupon attached) (the "Off-market Acquisition"), corresponding to the maximum number of Shares that may be acquired until the opening of the Offer in accordance with the provisions of Article 231-38, IV of the AMF's general regulation.

In accordance with the provisions of Article 231-13 of the AMF's general regulation, on March 16, 2022, Barclays Bank Ireland PLC, Morgan Stanley Europe SE, Natixis and BNP Paribas (the "Presenting Institutions"), as presenting institutions of the Offer, filed the proposed Offer and the draft offer document with the AMF on behalf of the Offeror. Barclays Bank Ireland PLC guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer and, as the case may be, the Squeeze-Out, in accordance with Article 231-13 of the AMF's general regulation.

The Offeror specified in the Offer Document that it is not acting in concert with any third party or shareholder of the Company.

2.

BACKGROUND AND CHARACTERISTICS OF THE OFFER

2.1

Background of the Offer

La Banque Postale, a limited liability corporation (société anonyme avec directoire et conseil de surveillance), is the parent company of La Banque Postale group.

CNP assurances, leading actor in the French personal insurance market, has been exclusively controlled by La Banque Postale since March 4, 2020, which is itself controlled by La Poste (which holds the entire share capital and voting rights of La Banque Postale) and, at the highest level, by the Caisse des dépôts et consignations (which holds 66% of the share capital and voting rights of La Poste, the remaining 34% being held by the French State).

5 The 374,074 treasury Shares held by the Company, representing 0.05% of the capital of the Company (information as of March 31, 2022), assimilated to those held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, are not targeted by the Offer.