SIXTH SUPPLEMENT DATED 18 APRIL 2008 TO THE BASE PROSPECTUS DATED 30 JULY 2007 CAISSE NATIONALE DES CAISSES D EPARGNE ET DE PREVOYANCE Euro 30,000,000,000 Euro Medium Term Note Programme for the issue of Notes Due from one month from the date of original issue This Prospectus Supplement (the Sixth Supplement ) is supplemental to, and must be read in conjunction with - the Base Prospectus dated 30 July, 2007, - the First Supplement dated 18 September, 2007, - the Second Supplement dated 16 October, 2007, - the Third Supplement dated 8 November, 2007, - the Fourth Supplement dated 23 January, 2008, and - the Fifth Supplement dated 11 March, 2008 (together the Base Prospectus ), prepared in relation to the 30,000,000,000 Euro Medium Term Note Programme of Caisse Nationale des Caisses d Epargne et de Prévoyance (the Issuer ). On 30 July 2007, the Commission de Surveillance du Secteur Financier (the CSSF ) approved the Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ) and Article 8.4 of the Luxembourg Law on prospectuses for securities dated 10 July 2005 (the Luxembourg Law ). Terms defined in the Base Prospectus have the same meaning when used in this Sixth Supplement. The Issuer accepts responsibility for the information contained in this Sixth Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Sixth Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import. In accordance with Article 13 paragraph 2 of the Luxembourg law, investors who have already agreed to purchase or subscribe for the securities before this supplement is published have the right, exercisable within a time limit of minimum two working days after the publication of this supplement, to withdraw their acceptances. This Sixth Supplement has been prepared pursuant to Article 16 of Prospectus Directive and Article 13 of Luxembourg Law for the following purposes: 1 The incorporation by reference in the Base Prospectus of the Document de Référence, in French, which has been filed with the French Autorité des Marchés Financiers ("AMF") on April 16, 2008
under the number D.08-0252, containing the annual financial statements and consolidated annual financial statements of CNCE and the annual consolidated financial statements of Groupe Caisse d'epargne as at December 31, 2007, with the exception of the statement by the person responsible for the Document de Référence ("Attestation du Responsable du Document de Référence") on page 454. The information incorporated by reference above is available as follows: Information incorporated by reference Page Number Rapport financier du Groupe Caisse d'epargne Au 31 Décembre 2007 Rapport sur la gestion des risques 118 144 Rapport de gestion 146 175 Comptes consolidés IFRS du Groupe Caisse d'epargne Bilan consolidé 178 179 Compte de résultat consolidé 180 Tableau de variation des capitaux propres 181 Tableau des flux de trésorerie 182 Composition de la trésorerie et des équivalents de trésorerie 182 Annexes aux états financiers du Groupe Caisse d'epargne 183 275 Rapport des commissaires aux comptes sur les comptes consolidés 276-277 Rapport financier du Groupe Caisse Nationale des Caisses d'epargne Au 31 Décembre 2007 Comptes consolidés IFRS du Groupe Caisse Nationale des Caisses d'epargne Bilan consolidé 290 291 Compte de résultat consolidé 292 Tableau de variation des capitaux propres 293 Tableau des flux de trésorerie 294 Composition de la trésorerie et des équivalents trésorerie 294 Annexes aux états financiers du Groupe Caisse Nationale des Caisses d'epargne 295 379 Rapport des commissaires aux comptes sur les comptes consolidés 380 381 Comptes annuels individuels de la Caisse Nationale des Caisses d'epargne Bilan aux 31 décembre 2007 et 31 décembre 2006 382 383 Compte de résultat des exercices 2007 et 2006 384 Annexe aux comptes annuels individuels exercice 2007 384 414 Commentaires sur l'activité et le résultat individuel de la CNCE 415 419 Rapport général des commissaires aux comptes sur les comptes annuels de la CNCE 420-421 Any information not listed in the above cross-reference list but included in the December 31, 2007 Interim Financial Statements is given for information purposes only. 2 Update the section of the Base Prospectus under the heading "Major shareholders of the Issuer" (page 67) At the date of publication of this supplement, the share capital is 7,873,088,265.75, divided into 516,268,083 fully paid-up shares with a par value of 15.25 each. 2
CNCE s Management Board decided, on February 25, 2008, to distribute an interim dividend, payable in cash or in shares. At its meeting on March 10, 2008, the Management Board recorded the completion of the increase in the share capital through the issue of 7,633,202 new fully paid-up shares with a par value of 15.25 each, carrying dividend and voting rights as of January 1, 2008. The 7,633,202 new shares were issued at a price of 23.40 per share, corresponding to an increase in the share capital of 116,406,330.50, and a total share premium of 62,210,596.30. At the Extraordinary Shareholders Meeting of the CNCE held on March 26, 2008, the shareholders decided: - to increase CNCE s share capital by means of the issue of ordinary shares of common stock with cancellation of the preferential subscription right in favor of designated beneficiaries (nearly all the Caisses d'epargne), for a total amount of 1,599,999,780.60 including the share premium, through the creation of 68,376,059 new ordinary shares of common stock; - to increase CNCE s share capital by means of the issue of preference shares governed by articles L.228-11 et seq. of the French Commercial Code with cancellation of the preferential subscription right in favor of designated beneficiaries (nearly all the Caisses d'epargne), for a total amount of 1,599,000,000 including the share premium, through the creation of 15,990,000 preference shares. At its meeting held on March 27, 2008, the Management Board: - recorded the completion of the increase in share capital by means of the issue of 68,376,059 fully paid-up new ordinary shares of common stock (A Shares) with a par value of 15.25 each, carrying dividend and voting rights as of January 1, 2008. The 68,376,059 new shares were issued at a price of 23.40 per share, corresponding to an increase in the share capital of 1,042,734,899.75, and a total share premium of 557,264,880.85; - recorded the completion of the increase in share capital by means of the issue of 15,990,000 fully-paid up preference shares (B Shares), with a par value of 15.25 each. The 15,990,000 preference shares were issued at a price of 100 per share, corresponding to an increase in the share capital of 1,599,000,000, including a share premium of 84.75 per B Share and a total share premium of 1,355,152,500. The shares are broken down into two classes, "A" and "B : - class A shares ("A Shares") represent the Company s ordinary shares of common stock; - class "B" shares ("B Shares") represent the preference shares issued by the Company in accordance with articles L.228-11 et seq. of the French Commercial Code. Subject to the provisions of the bylaws, the right of priority held by the B Shares as compared to the A Shares is determined on the basis of the issue price per B Share, i.e., 100 and not by reference to the par value of the B Shares ( 15.25). The number of shares of each class is 500,278,083 A Shares and 15,990,000 B Shares; these numbers may vary in accordance with the provisions of the bylaws. The Company has issued no bonds that may be converted, exchanged or redeemed in the form of securities giving access to share capital, warrants or other securities. There are no shares granting multiple voting rights. The Caisses d Epargne wholly own the share capital and voting rights of the CNCE. A Shareholders holding more than 5% of voting rights: 3
% of ordinary shares of common stock (voting rights) Caisse d Epargne Aquitaine Poitou-Charentes 7.554% Caisse d Epargne de Bourgogne Franche-Comté 5.231% Caisse d Epargne Ile-de-France 13.914% Caisse d Epargne Lorraine Champagne- Ardenne 6.643% Caisse d Epargne Nord France Europe 7.751% Caisse d Epargne Provence-Alpes-Corse 7.697% Caisse d'epargne Rhône Alpes 8.200% The rights, privileges and restrictions attached to each class of existing shares and the conditions governing Annual and Extraordinary Shareholders Meetings are described in the Document de Référence which is herein incorporated by reference. 3 - Update the section of the Base Prospectus under the heading "Recent Developments" (pages 78 to 80) by the insertion of Press releases relating to the activity of the Issuer and Groupe Caisse d'epargne CNCE denies being involved in any agreement regarding the renegotiation of real-estate loans Press release (Paris, March 25, 2008) - Caisse Nationale des Caisses d'epargne confirms that, along with other banking groups, it has been the subject of an official investigation conducted by the French General Directorate for Competition Policy, Consumer Affairs and Fraud Control (DGCCRF) involving interviews with senior managers and employees of CNCE and one Caisse d'epargne. Contrary to information published in the press claiming that several computers used by senior management have been confiscated, only the hard drive of the computer of one CNCE employee has been taken within the framework of this inquiry. Caisse Nationale des Caisses d'epargne will cooperate with this investigation and hereby denies being involved in any agreement regarding the renegotiation of real-estate loans. Groupe Caisse d Epargne acquires an equity interest in Maisons France Confort Press release (Paris, March 31, 2008) --- Caisse Nationale des Caisses d Epargne, Crédit Foncier de France and the Maisons France Confort Group today announced that GCE Foncier Coinvest 1 has acquired a 49% interest in the capital of MFC PI (the holding company controlling the Maisons France Confort Group). The Vandromme family retains a majority interest in the capital of this controlling entity; the ownership structure of the listed MFC entity remains unchanged 2. The acquisition of this equity interest follows the announcement made on July 30 last year, which was subsequently concretized in the agreements signed on December 18, 2007. The principal objectives of this operation are the following: 1 GCE Foncier Coinvest is a holding company owned by Caisse Nationale des Caisses d Epargne (51%) and by its subsidiary, Crédit Foncier de France (49%). 2 The Autorité des Marchés Financiers, the French financial markets supervisory authority, considered in its scrutiny of the impact of a tieup dated January 28, 2008 that there were no grounds to file a draft public offering on the basis of articles 234-7 1 and 234-3 2 of its general regulation. 4
- to reinforce and expand existing, long-standing partnerships between the two groups, namely: the recommendation of loans and related products, the pursuit of joint real estate initiatives and partnerships in the area of urban development projects, the creation of products for investors, the provision of financial guarantees, the expansion of real estate diagnostic assessments and the development of cross-expertise related to sustainable development; - to complete the range of real estate activities pursued by Groupe Caisse d Epargne. The implementation of industrial partnerships between Groupe Caisse d Epargne and the Maisons France Confort Group became a reality on February 21 earlier this year with a scheme to allow people to become home-owners for 15 euros a day; both groups are founding members of the Charter entitled Propriétaire de ma maison pour 15 euros par jour (Owner of my House for 15 euros a Day). This operation launched by the French Ministry for Housing and Urban Affairs is designed to allow households on low incomes to become first-time homeowners in regions administered by local authorities taking part in the operation. The signatories have undertaken to provide financing solutions and a wide selection of houses for a budget similar to a monthly rent. A new partnership with Natixis Garanties and Banque Palatine has also made it possible to increase the volume of completion guarantees provided for the Maisons France Confort Group, thereby reinforcing the Group s ability to pursue its development. It is intended to set up all these different partnerships before the end of 2008. Following the signature of the agreement between the two groups, Nicolas Mérindol, Chief Executive Officer of Groupe Caisse d'epargne, and Patrick Vandromme, Chairman of the Maisons France Confort Group, expressed their satisfaction with a partnership that will create new value for both groups and their shareholders, and whose implementation will benefit all their customers wanting to buy their own houses. Groupe Caisse d Epargne becomes the sole shareholder of Banque Palatine after Intesa Sanpaolo, by common accord between both parties, exercises its option to sell its remaining interest in the bank Press release (Paris, March 31, 2008) --- Caisse Nationale des Caisses d Epargne (CNCE) today acquired all the remaining interest held by Intesa Sanpaolo in Banque Palatine, i.e. 36.36% of the subsidiary s equity capital. This acquisition follows the decision by Intesa Sanpaolo to exercise, by common accord between both parties, the put option granted to it under the terms of the shareholders pact drawn up in July 2003 within the framework of the transaction whereby Sanpaolo IMI sold 60% of the capital of Banque Palatine (formerly Banque Sanpaolo) to CNCE. With the completion of this transaction, Groupe Caisse d Epargne pursues its strategy, and further enhances its ability, to expand its activities in the corporate customer market by strengthening the ties between the different Group entities active in this area: the individual Caisses d Epargne, Banque Palatine and Natixis. In view of the existence of mutual commitments, the acquisition of this remaining interest had already been anticipated when the IFRS were adopted on January 1, 2005. As a result, this transaction for a total of 367 million will have no impact on the capital of Groupe Caisse d'epargne (GCE); it will, however, have an accretive impact on GCE s results. Charles Milhaud, Chairman of Groupe Caisse d Epargne, Nicolas Mérindol, Chief Executive Officer of GCE and Chairman of the Supervisory Board of Banque Palatine, and Daniel Karyotis, Chairman of the subsidiary s Management Board, expressed their satisfaction with this acquisition which allows Groupe Caisse d Epargne to look forward to even stronger growth in the Group s banking activities with corporate customers and business creators now that Banque Palatine has become a wholly-owned Group subsidiary. 5
Save as disclosed in this Sixth Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statements in this Sixth Supplement or any statement incorporated by reference into the Base Prospectus by this Sixth Supplement and (b) any other statement in, or incorporated in, the Base Prospectus, the statements in (a) above will prevail. Copies of the Base Prospectus and of this Sixth Supplement may be obtained without charge from the head office of the Issuer. They are available on the Issuer's website (www.groupe.caisse-epargne.com) and on the website of the Luxembourg Stock Exchange (www.bourse.lu). 6