ANNUALREPORT

2009

PRESIDENT’S STATEMENTQuatrem is stepping up its business development through an ambitious strategy and, thanks to the energy of its employees and the support of its distributor partners, the company has achieved successful sales results.

Quatrem’s sales activity was very satisfactory in 2009 with pre-miums rising 3,7% to €1,223.8 million, a level that more than compensated for the one-time single premium of €140 million recorded at the end of 2008.

Our growth was well-balanced, with health, life and disability insurance developing steadily at around 15% and pensions climbing over 20%, not including the single premiums in 2008 and 2009.

Net profit soared by 89% to €21 million. Before corporate in-come tax, impairment provisions on financial assets and a final charge of €28 million related to hedging against a fall in share value, profit surpassed €100 million.

2010 will be a special year for Quatrem as the company, which began operations in October 2000, will celebrate its tenth an-niversary. The year will also be marked by the launch of our third business plan. In addition to developing the strategies laid out in the previous plans, this plan will inaugurate «Quatrem of tomorrow» which will establish the company’s position as the exclusive provider of broker-distributed products in the Malakoff Médéric group, of which Quatrem has been a wholly-owned subsidiary since June 2010. As our company heads into a new decade, we must keep in mind a key aspect of our enterprise: business distributor partners are at the heart of our activity. They are our number one clients. Brokers and tied agents have a right to demand quality management and that provided by Quatrem is certainly highly regarded since distributors have ranked us second amongst their preferred employee benefits suppliers1.

Based on recent observations, I am convinced that Quatrem’s employees will succeed in their new environment and will contri-bute, alongside their distributor partners, to the continued deve-lopment of employee benefits.

(1) The 2009 Image and Quality survey in partnership with Golder & Partners.

Christian StruloviciPresident of the Management Board of Quatrem

CONTENTS

page 02

04. QUATREM, in a nutshell A front-ranking employee benefi ts player

06. QUATREM, organisation Dedicated teams

08. QUATREM, 2009 fi nancial review A year of successes

10. QUATREM, partners Strong ties with brokers and agents

12. QUATREM, business plan Quality plan to support sales growth

14. QUATREM, products Meeting the diverse needs of all customers

16. QUATREM, market Group pension plans: a major challenge

18. QUATREM, outlook Sights remain high for 2010!

page 04

QUATREM, in a nutshell

A FRONT-RANKING EMPLOYEE BENEFITS PLAYERQuatrem is the product of the profi table, original partnership between two supplementary employee benefi ts and healthcare insurance groups: Médéric (renamed Malakoff Médéric on 1 July 2008) and MMA. Since June 2010, the company has been a wholly-owned subsidiary of Malakoff Médéric. Qua-trem is governed by the French Insurance Code and is dedicated to supplying employee benefi ts through distributors.

ONE VOCATION: EMPLOYEE BENEFITS DISTRI-BUTED THROUGH BROKERS AND AGENTSQuatrem distributes its products via various channels: mainly brokers, MMA tied agents and several other partners who benefi t from Quatrem’s personalised support in their develop-ment. In total, Quatrem products are distributed regularly by over 300 employee benefi ts specialists and on a more occa-sional basis by an additional 200 distributors.

Since its creation in 2000, Quatrem has developed steadily with an average expansion of 13% per year, fuelled by dyna-mic internal growth averaging 10% per year and the acquisi-tion of diverse portfolios.

Quatrem’s products are split between two main sectors: i) life, disability and health insurance and ii) employee savings and pension plans. Today, thanks to a pro-active strategy, Quatrem is one of the leaders in employee benefi ts insurance for busi-nesses.

KEY STRENGTH: SPECIALISATION Quatrem’s specialisation in employee benefi ts insurance enables it to continually develop the professional status of its teams by offering customers and business referral par-tners alike a degree of proximity that is unique to the mar-ket.

SOUND FINANCIAL POSITION

Thanks to its rigorous management, its structurally positive cash fl ows and the involvement of Malakoff Médéric, Quatrem has a remarkably sound fi nancial position. Its €584,5 million in shareholders’ equity coupled with a prudent provisions policy for risks on both the liabilities side (technical reserves, equalization reserves, policyhol-der surplus reserves) and the assets side (impairment pro-visions) represent additional safeguards.

MALAKOFF MÉDÉRIC in 2009Combined key fi gures for personal insurancePremiums: €3.3 billionShareholders’ equity - insurance: €3 billionTechnical reserves: €12.5 billionPortfolio of policyholders: 3.2 million employees and 1 million individuals Employees: 6,500

MMA in 2009 MMA premiums: €5.9 billionTotal shareholders’ equity: €3.5 billion Technical reserves: €27 billionPortfolio of policyholders: 3.2 million Employees: 12,205

MANAGEMENT BOARD at 1 June 2010

Christian STRULOVICI, President

Alain QUIBEUF,General Manager

Michel PARPIROLLES

Alain SALIOU

Pierre DESCHAMPSPresidentChristian BAUDONFirst Vice-PresidentHubert COURAUSecond Vice-President

Jean-Luc COLIN Denis COLOMBIERClaude COUDRYRoland JUNGESPhilippe-Jean LECAS

MALAKOFF MÉDÉRIC ASSURANCES represented by: Pierre SERVANTMÉDÉRIC Prévoyancerepresented by: Dominique JANIMMA IARD Assurances Mutuelles represented by:Jean-Michel PESCHEUXMMA VIE SA represented by: Bruno ODOUX

SUPERVISORY BOARD at 20 May 2010

page 06

QUATREM, organisation

DEDICATED TEAMSTo guarantee the brokers and agents privileged access to specialists, Quatrem is organised around a number of different business lines. This is the most effective way of ensuring unrivalled responsiveness and reliability in the employee benefi ts market. Quatrem advisers are renowned experts in each of their fi elds.

LA DIRECTION OPÉRATIONNELLE

AU 01/06/2010

Christian STRULOVICI President of the Management Board

Jean-Marc NICOLAS Financial director

Hugues MOUTARDE Business and quality planning

Michel PARPIROLLES Advisor to the President

Alain SALIOU Operations and resources management

Christian LOTHORE Deputy head of operations and resources management

Jean-Bernard GENEZAY Customer transactions

Rose-Marthe FRANCIETTA Human resources

Frédéric AUBEY Organisation and IT

Alain QUIBEUF General Manager Business development

Claude RENIE Deputy head of business development

Stéphane LOUARD Brokerage

Anne BIHOUEE Partner network

Philippe BERNARD Underwriting

Bruno COSQUER Marketing and Communication

Christian GOMMES Technical management

Nathalie MATTAN Technical research, statistics and reinsurance

Jean-Pierre DESFARGE Finance, back offi ce and cash management

Anne POTIEZ Legal and tax affairs

Eric DUBOIS Oversight and control

Gérard TISSOT Management control

Eric DUBOIS Audit and delegated management

Key fi gures for 2009 5th largest employee benefi ts company in France

3rd largest player in corporate life and disability insurance

Premiums: €1,223.8 million

Shareholders’ equity: €584.5 million

Assets representing technical reserves: €5.35 billion

Regulatory solvency margin: 179%

Shareholders: 80 % MALAKOFF MÉDÉRIC and 20 % MMA, 100 % MALAKOFF MÉDÉRIC since June 2010

Client portfolio: 51,200 companies

Policyholders: 2 million

Employees: 502

page 08

QUATREM, 2009 fi nancial review

A YEAR OF SUCCESSESQuatrem confi rmed its vibrancy in 2009. Invited to participate in almost all large calls for tender, Quatrem’s premiums have almosttripled in ten years, reaching €1,223.8 million in 2009. At end-2009, shareholders’ equity stood at €584.5 million, the coverage rate for the regulatory solvency margin was 179% (including un-realised gains) and, despite a very prudent risk provisions policy, net profi t for the year came in at €21 mil-lion.

After the link-ups with Winterthur in 2002 and Aviva in 2003, Quatrem integrated in 2008 AZUR’s employee benefi ts team and portfolio, setting up an Eastern France regional division which has been fully operational since the beginning of 2009. With this move, the company has taken on a new dimension and consolidated its position as a key player in the employee benefi ts market.

LIFE, DISABILITY AND HEALTH INSURANCEIn April 2009, Quatrem, France’s third largest player in cor-porate life and disability insurance, launched a new version of its multi-network standard offering: Qualige for brokers and Extandem for MMA agents.

The basic cover now includes alternative medicine and den-tal implants and gum treatment at no additional cost. This new generation of the Extandem and Qualige offerings was awarded the 2009 «Label d’Excellence» for health insurance by Dossiers de l’Epargne.

EMPLOYEE SAVINGS AND PENSION PLANS

To round out its supplementary pension offering, at the beginning of 2009 Quatrem created a new version of its Qualia range. The original Qualia offering enables com-panies to anticipate retirement benefi ts by fi nancing in advance while the latest IFC-IL version covers redundancy payments as well. Qualia IFC-IL, which takes into account the latest regulatory changes, now offers the possibility of investing in a non-unit-linked fund backed by Quatrem’s general assets; this fund benefi ts each year from a gua-ranteed minimum rate of return. Quatrem’s non-unit-linked defi ned contribution pension offering was awarded the «Label d’Excellence» by Dossiers de l’Epargne in 2009, having already received the award in 2006 and 2007.

A SPECIAL PACK FOR SELF-EMPLOYED MANAGERS In 2009, Quatrem launched a complete healthcare, life, di-sability and pension product offering aimed at self-employed managers who have chosen gérant majoritaire (majority shareholder-manager) legal status. Based on the Quatrem insurance model designed for employees, this new product range will have the advantage of being reversionary for both employees and non-employees. Quatrem’s self-em-ployed manager pension offering was awarded the 2010 «Label d’Excellence» by Dossiers de l’Epargne.

Breakdown of new business in 2009

58 %PENSIONS 42 %

LIFE, DISABILITY AND HEALTH INSURANCE

Breakdown of 2009 premiums by activity

20 %PENSIONS

44 %LIFE AND

DISABILITY INSURANCE

36 %HEALTH

INSURANCE

page 10

QUATREM, partners

STRONG TIES WITH BROKERS AND AGENTSSince the company’s creation in 2000, Quatrem has been able to count on a veritable partnership and genuine, trust-based relationship between distributors and their customers for the sale of its products. In 2009, Quatrem was confi rmed as the Malakoff Médéric group’s exclusive provider of broker-distributed insurance. MMA also announced at the beginning of 2010 that it was renewing its business partnership with Quatrem.

WHO ARE QUATREM’S DISTRIBUTORS?Quatrem products are regularly distributed by a network of over 300 employee benefi ts specialists. An additional 200 distributors sell the company’s products on a more occasional basis. The two main commercial channels are brokers, the dominant means of distribution on this market, and MMA tied agents. A range of other network partnerships make an addi-tional contribution to Quatrem’s development.

STRONG COMMERCIAL TIESIn 2009, new initiatives reinforced the links between Qua-trem and its distributors:• From March to June 2009, Quatrem organised «Quatrem Pension Thursdays», a series of conferences on pensions for its broker partners in Paris, Lyon, Marseille, Bordeaux and Strasbourg. The conferences brought together more than 80 brokers. • Legal training programmes took place throughout the year in association with the law fi rm Fromont Briens. The training focused on the social security fi nance act and the implementation of the 2008 French interprofessional agree-ment concerning termination indemnities.

• Quatrem’s legal department also updated its practical legal guide which has been available to brokers and agents since September 2009. • A new kit for responding to calls for tender was introdu-ced. The kit was inspired by the rugby-themed corporate campaign and comprises a marketing booklet highlighting Quatrem’s key strengths.• Throughout the year, Quatrem sales managers pre-sented short video clips on the company website which covered topics such as retirement benefits, defined contribution/defined benefit mixed plans and protec-tion for self-employed managers. • In March and April, fi ve open days were organised in Paris and Strasbourg for sales managers and underwriters from the Corporate and Self-employed Professionals divi-sions at MMA. The aim was to promote synergies by provi-ding business partners with practical information so they could better get to know their contacts at Quatrem, become more familiar with the company’s services and strengthen their interest in health, life and disability insurance. • Throughout the year, several marketing campaigns drawing on a range of materials targeted MMA sales networks.

Breakdown of 2009 business by category of distributor

12 %TIED AGENTS

88 %BROKERS AND OTHERS

page 12

QUATREM, business plan

QUALITY PLAN TO SUPPORT SALES GROWTHLaunched in 2005, Quatrem’s second business plan, spanning the period 2005-2009, comprised four key themes: profi tability, sales growth, quality, and human resources development/internal progress. Results surpassed initial expectations.

1. PROFITABILITY Quatrem continued its profi tability drive in 2009. Actions included selective underwriting, portfolio monitoring, ove-rhead management, productivity enhancement and opti-misation of fi nancial products. Its prudent risk provisions policy ensures the security and long-term viability of poli-cyholders’ investments.

2. HUMAN RESOURCES DEVELOPMENT AND INTERNAL PROGRESS Quatrem pressed ahead with its major training drive in 2009. Important progress was also made in two other areas: forward manpower and skills planning, and internal control.

3. SALES GROWTHWith premiums advancing by 3.7%, 2009 was a very satisfac-tory year in terms of commercial development. Quatrem conti-nued its growth policy during the year, with a number of distri-butor-orientated training sessions, jointly-managed marketing initiatives (Quatrem/distributors) and new business literature.

4. QUALITYOn October 23, 2008, Quatrem launched the ISO 9001: 2008 certifi cation process concerning the processing of standard new business in health, life, disability and pen-sions and passed the review in March 2010. In April 2009, Quatrem’s second quality plan came to an end. 14 of the plan’s 15 objectives were achieved.

The 2009 Image and Quality surveyThe fi rst survey of Quatrem’s reputation and quality image was carried out in 2006. To measure the progress made since that time, this survey was performed again in February 2008 and February 2009 and included 275 distributors which work regularly with Quatrem. Improvements were ob-served in all areas as well as greater overall distributor satis-faction.

QUATREM’s Commitment CharterAt the close of its fi rst quality plan, Quatrem distributed a charter to all of its distributors. It comprises four commitments relating to key deadlines for its partners and for their corpo-rate clients: • the issue of standard contracts for life, disability, healthcare and pension products within 15 days(*);• the processing of tailor-made proposals for life, disability, healthcare and pension products within 15 days(*); • the processing of benefi ts applications (life, daily allowan-ces, retirement benefi ts, supplementary capital) within 15 days(*);• lastly, immediate handling of calls by Quatrem’s customer service team or within 48 hours if the matter requires expert consultation.

A new quality plan Having completed the fi rst stage of the certifi cation process, Quatrem continues to strive for quality. The company has already begun to broaden the scope of the certifi cation pro-cess. A target of two years has been set to extend its quality process to endorsement management and life and disability benefi ts. The next certifi cation reviews of endorsements and benefi ts will take place in March 2011 (endorsement mana-gement) and March 2012 (benefi ts) respectively.

(*) Following receipt by QUATREM of the completed application.

QUATREMhealth, life and disability insu-rance onlineIn 2009, a webspace was made available to policyholders and businesses via thequatrem.fr website which provides comprehensive information on employee benefi ts with respect to health, life and disability insurance.

page 14

QUATREM, products

MEETING THE DIVERSE NEEDS OF ALL CUSTOMERSAs an expert in employee benefi ts products, Quatrem is already implementing the new regulations in order to address the concerns of client companies in terms of health, life and disability insurance, employee savings and pension schemes.

A COMPLETE RANGE

Life, disability and health:• Life, short and long-term disability;• Educational annuities;• Widow(er) annuities;• Corporate supplementary health insurance;• Keyman insurance;• Borrower’s insurance;• Health, life and disability insurance for self-employed managers.

Pension and employee savings plans:• Corporate pension savings plans: PERE (unit-linked and non-unit-linked with a choice of possible asset managers);• Coverage of mandatory retirement liabilities: termination benefi ts, termination-redundancy benefi ts (unit-linked and non-unit-linked with a choice of possible asset managers);• Defi ned benefi t pension plans;• Defi ned contribution pension plans (unit-linked and non-unit-linked);• Mixed plans defi ned benefi t/defi ned contribution plans to meet certain company profi les;• Early retirement plans;• Self-employed manager plans.

QUATREM CUSTOMER SERVICEA dedicated customer service team is available to answer telephone queries from companies, Quatrem policyholders and distributors regarding contracts. Quatrem is one of the few employee benefi ts companies to currently offer such a facility. The six-strong team is available at 0 811 744 444 (France only), Monday to Friday from 9 a.m. to 6 p.m, to answer queries on contract management, contributions and benefi ts. If a query cannot be answered immediately it is passed on to an expert in the Customer Transactions de-partment and a response is guaranteed within 48 hours(*). In addition to managing incoming calls, in 2009 the custo-mer service team began making outgoing calls for the benefi t of different internal departments.

(*) For queries regarding underwriting, borrower’s insurance or commissions, distributors can continue to call their regular contacts.

page 16

QUATREM, market

GROUP PENSION PLANS: A MAJOR CHALLENGEThe Fillon Act gives companies a predominant role to play in ensuring a satisfactory retirement pension for their employees. Since 2003, Quatrem has been actively present in the pensions market which gives the company real leverage for growth. To support its strategy, Quatrem has set up a comprehensive range of pension products through the launch of a non-unit-linked PERE insurance policy at the end of 2004, a unit-linked version in 2007, a unit-linked and non-unit-linked termination benefi ts policy in 2008 and an offering for self-employed managers in 2009.

AN OPPORTUNITY FOR EMPLOYEE BENEFITS

The law has had a strong impact on the group pension and employee savings plan market, leading to a new approach with a much wider range of solutions for human resource and senior management. Pensions are a major growth area for Quatrem and its distributors. The potential is considera-ble since only 15% of French employees had a retirement plan in 2007 (either a group or an individual plan).

CAPITALISATION SCHEMES UNDER THE FILLON ACTPERE: an insurance policy that enables employees to make indivi-dual payments into a group pension contract.

PERCO: an enhanced version of the PPESV, this employee savings plan is clearly geared towards retirement.

PERP: a personal insurance plan, the aim of which is to gradually build up pension savings, with tax relief when taken out.

QUATREM AND GROUP PENSIONS EVENTS

From March to June 2009, Quatrem organised «Quatrem Pension Thursdays», a series of conferences on pensions for its broker partners in France. Each conference was com-prised of three presentations: one on new legal regulations with regards to pensions, a second focusing on the techni-cal aspects of the mixed defi ned contribution/defi ned benefi t offering, and a third on Quatrem products for bro-kers in the pensions fi eld. «Quatrem Pension Thursdays» took place in March in Lyon and Marseille and in April and May in Bordeaux, Strasbourg and Paris, and brought to-gether more than 80 brokers.

page 18

QUATREM, outlook

SIGHTS REMAIN HIGH FOR 2010!In 2010, Quatrem will celebrate its tenth anniversary. The past 10 years have seen Quatrem establish itself as a benchmark in the employee benefi ts market. The company’s ambition for the coming decade is to continue developing and to position itself as the key provider and market leader for intermediaries by drawing on its four fi elds of expertise – technical issues, brokering, operations and sales coordina-tion – and become number one in customer satisfaction through its ability to meet its distribution networks’ expectations.

10 YEARS AND A NEW BUSINESS PLAN

Despite the current fi nancial and economic environment, Qua-trem is providing the resources to maintain the drive launched in 2009. The company is confi dent that in collaboration with its partners it can make the most of these development strate-gies across all market and client segments. Several projects which were initiated in 2009 will continue this year, including upgrading Quatrem’s IT system, continuing the ISO 9001 cer-tifi cation process and launching the third business plan.

QUATREM BECOMES A WHOLLY-OWNED SUBSI-DIARY OF THE MALAKOFF MÉDÉRIC GROUP

Since June 2010, Quatrem has been a wholly-owned sub-sidiary of the Malakoff Médéric group. Quatrem’s third business plan falls in line with the objectives of the Malakoff Médéric group’s 2012 Pact which reinforces the compa-ny’s role as a provider of broker-distributed products. This presents an opportunity for Quatrem to develop its position as an intermediary specialist while at the same time benefi -ting from the strengths and fi nancial stability of France’s leading jointly-managed group.

QUATREM RETAINS POSSESSION OF THE RUGBY BALL FOR ITS 2010 COMMUNICATIONS DRIVE

After 2008’s showcasing of two up-and-coming stars of the Stade Français rugby club, in 2009 Fabien Pelous, the legendary captain of Stade Toulousain and the French na-tional team (106 caps), embodied the “Quatrem, insurer of talent” campaign and will continue to do so in 2010. In addition, Quatrem has renewed its support of the French NGO Sport Sans Frontières, initiated in 2008. This asso-ciation provides thousands of children every year with ac-cess to education and development programmes through sport, in France and abroad.

In early 2010 QUATREM obtai-ned ISO 9001 : 2008 certifica-tion for the processing of stan-dard new health, life, disability and pension business.

Entity governed by the French Insurance CodeFrench société anonyme (corporation) with a Management Board and a Supervisory Board with capital of €380,426,249

59-61, rue La Fayette 75009 ParisRegistered with the Trade and Companies Registry of Paris under number 412.367.724

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