| CONTENTS | 2 |
| 1. OVERVIEW OF THE GROUP | 5 |
| 1.1 HISTORY OF THE COMPANY | 6 |
| 1.2 ORGANISATION OF THE GROUP AND GROUPAMA ASSURANCES MUTUELLES | 8 |
| 1.2.1 GENERAL ORGANISATION | 8 |
| 1.2.2 SIMPLIFIED ORGANISATION CHART OF THE GROUP’S MAIN SUBSIDIARIES AS OF 31 DECEMBER 2018 | 9 |
| 1.2.3 TIES BETWEEN THE VARIOUS GROUP ENTITIES | 10 |
| 1.3 KEY FIGURES | 10 |
| 1.3.1 CONSOLIDATED SCOPE OF GROUPAMA ASSURANCES MUTUELLES | 10 |
| 1.3.2 GROUPAMA COMBINED SCOPE | 11 |
| 1.3.3 CONSOLIDATED SCOPE/COMBINED SCOPE DATA RECONCILIATION | 12 |
| 1.4 STRATEGY | 12 |
| 1.4.1. AN ENVIRONMENT UNDERGOING PROFOUND CHANGE | 12 |
| 1.4.2. A GROUP WITH SOLID STRENGTHS | 13 |
| 1.4.3. A STRATEGIC PROJECT BASED ON FOUR FOCUSES | 13 |
| 1.5 HUMAN RESOURCES | 14 |
| 1.5.1 SOCIAL POLICY | 14 |
| 1.5.2 GROUP CONSOLIDATED WORKFORCE (FRANCE & INTERNATIONAL) | 17 |
| 1.5.3 EQUITY STAKES AND STOCK OPTIONS | 18 |
| 1.5.4 COMMITMENTS TO PERSONNEL | 18 |
| 2.THE GROUP’S BUSINESSES | 19 |
| 2.1 GROUPAMA, A MULTI-LINE AND MULTI-CHANNEL INSURER | 20 |
| 2.1.1 STRUCTURE OF CONSOLIDATED PREMIUM INCOME | 20 |
| 2.1.2 FRENCH NETWORKS | 21 |
| 2.1.3 INTERNATIONAL NETWORKS | 22 |
| 2.2 INSURANCE IN FRANCE | 22 |
| 2.2.1 ECONOMIC ENVIRONMENT AND MARKET TRENDS | 22 |
| 2.2.2 COMPETITION AND POSITIONING | 22 |
| 2.2.3 PROPERTY AND CASUALTY INSURANCE | 23 |
| 2.2.4 LIFE AND HEALTH INSURANCE | 24 |
| 2.3 INTERNATIONAL INSURANCE | 26 |
| 2.3.1 ITALY | 26 |
| 2.3.2 TURKEY | 26 |
| 2.3.3 GREECE | 27 |
| 2.3.4 CENTRAL AND EASTERN EUROPEAN COUNTRIES (CEEC) | 27 |
| 2.3.5 OVERSEAS TERRITORIES | 27 |
| 2.3.6 CHINA | 27 |
| 2.4 FINANCIAL BUSINESSES | 28 |
| 2.4.1 GROUPAMA ASSET MANAGEMENT | 28 |
| 2.4.2 GROUPAMA IMMOBILIER | 28 |
| 3. CORPORATE GOVERNANCE AND INTERNAL CONTROL | 29 |
| 3.1 DISCLOSURES ON CORPORATE GOVERNANCE | 30 |
| 3.1.1 BOARD OF DIRECTORS | 30 |
| 3.1.2 COMMITTEES OF THE BOARD OF DIRECTORS | 48 |
| 3.1.3 ASSESSMENT OF THE BOARD OF DIRECTORS | 52 |
| 3.1.4 VERIFICATION OF THE SITUATION OF OUTSIDE DIRECTORS WITH REGARD TO THE CRITERIA OF INDEPENDENCE ADOPTED BY THE COMPANY, RESULTING FROM THE AFEP-MEDEF CODE OF CORPORATE GOVERNANCE AND APPENDED TO THE INTERNAL BYLAWS | 53 |
| 3.1.5 MUTUAL INSURANCE ADVISORY BOARD | 53 |
| 3.1.6 EXECUTIVE MANAGEMENT | 53 |
| 3.1.7 OTHER INFORMATION | 55 |
| 3.2 DELEGATIONS OF AUTHORITY AND POWERS | 56 |
| 3.3 COMPENSATION PAID TO AND EQUITY INTERESTS OWNED BY DIRECTORS | 56 |
| 3.3.1 COMPENSATION AND BENEFITS PAID TO THE DIRECTORS OF THE BOARD OF GROUPAMA ASSURANCES MUTUELLES | 56 |
| 3.3.2 COMPENSATION AND BENEFITS PAID TO CORPORATE SECRETARIES | 60 |
| 3.3.3 MEMBERS OF THE STEERING COMMITTEE | 62 |
| 3.3.4 COMPENSATION POLICY FOR EXECUTIVE CORPORATE OFFICERS | 63 |
| 3.4 INTERNAL CONTROL PROCEDURES | 66 |
| 3.4.1 CONTROL ENVIRONMENT | 66 |
| 3.4.2 INTERNAL CONTROL ORGANISATION AT THE GROUP LEVEL | 66 |
| 3.4.3 RISK GOVERNANCE | 70 |
| 3.4.4 GROUP COMPLIANCE | 72 |
| 3.5 RELATED-PARTY TRANSACTIONS | 73 |
| 3.6 MAJOR CONTRACTS | 73 |
| 3.7 FEES OF THE STATUTORY AUDITORS | 74 |
| 3.8 STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS | 75 |
| 4. CORPORATE SOCIAL RESPONSIBILITY (CSR) | 77 |
| 4.1 GROUPAMA CSR POLICY | 78 |
| 4.2 GROUPAMA’S 2018 EXTRA-FINANCIAL PERFORMANCE REVIEW | 79 |
| 4.2.1 CSR, AT THE HEART OF OUR BUSINESS LINES (PROTECTING PEOPLE AND PROPERTY) AND OUR WAY TO CARRY THEM OUT (OUR MUTUALIST MODEL) | 79 |
| 4.2.2 OUR OPPORTUNITY-CREATING CSR STRATEGY: RESPONDING TO CSR ISSUES AND RISKS FOR THE BENEFIT OF EMPLOYEES, MEMBERS, CUSTOMERS, AND ALL STAKEHOLDERS | 82 |
| 4.2.3 OUR ETHICS | 110 |
| 4.2.4 TABLE OF CONCORDANCE AND METHODOLOGICAL NOTE | 112 |
| 4.2.5 APPENDIX – LIST OF ENTITIES TAKEN INTO ACCOUNT IN THE NON-FINANCIAL REPORTING CONSOLIDATION SCOPE | 119 |
| 4.3 REPORT OF ONE OF THE STATUTORY AUDITORS ON A SELECTION OF SOCIAL, ENVIRONMENTAL, AND SOCIETAL INFORMATION | 122 |
| 5. RISK FACTORS AND RISK MANAGEMENT | 125 |
| 5.1 RISK FACTORS | 126 |
| 5.1.1 RISK FACTORS RELATING TO THE INSURANCE BUSINESS | 126 |
| 5.1.2 RISK FACTORS RELATING TO THE FINANCIAL MARKETS, THE FINANCIAL STRENGTH RATING, THE VALUATION OF ASSETS AND OTHER RELATED ASPECTS | 127 |
| 5.1.3 GROUPAMA’S INTERNAL RISK FACTORS | 131 |
| 5.1.4 RISK FACTORS RELATING TO THE DYNAMIC REGULATORY AND COMPETITIVE ENVIRONMENT | 133 |
| 5.2 RISK MANAGEMENT AND SENSITIVITY ANALYSES | 136 |
| 5.2.1 ORGANISATION OF RISK MANAGEMENT WITHIN THE GROUP | 136 |
| 5.2.2 INSURANCE RISKS | 139 |
| 5.2.3 MARKET RISKS | 142 |
| 5.2.4 LIQUIDITY RISK | 148 |
| 5.2.5 RISK OF REINSURER INSOLVENCY | 149 |
| 5.2.6 OPERATING, LEGAL, REGULATORY, AND TAX RISKS | 150 |
| 6. EARNINGS AND FINANCIAL POSITION | 153 |
| 6.1 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS | 154 |
| 6.1.1 ENVIRONMENT | 154 |
| 6.1.2 SIGNIFICANT EVENTS OF FISCAL YEAR 2018 | 156 |
| 6.1.3 POST-BALANCE SHEET EVENTS | 157 |
| 6.1.4 ANALYSIS OF FINANCIAL STATEMENTS | 158 |
| 6.1.5 DEBT | 173 |
| 6.1.6 RISK MANAGEMENT AND RELIABILITY OF FINANCIAL INFORMATION | 173 |
| 6.1.7 FINANCIAL FUTURES POLICY | 175 |
| 6.1.8 ANALYSIS OF THE ANNUAL FINANCIAL STATEMENTS FOR THE FISCAL YEAR | 175 |
| 6.1.9 OUTLOOK | 177 |
| 6.2 DIVIDEND DISTRIBUTION POLICY | 178 |
| 6.2.1 DIVIDENDS PAID OVER THE PAST THREE FISCAL YEARS | 178 |
| 6.2.2 DISTRIBUTION POLICY | 178 |
| 6.2.3 STATUTE OF LIMITATIONS | 178 |
| 6.3 CHARACTERISTICS OF THE MUTUAL CERTIFICATES AND REMUNERATION POLICY | 179 |
| 6.3.1 LEGAL REGIME FOR MUTUAL CERTIFICATES | 179 |
| 6.3.2 CHARACTERISTICS OF THE MUTUAL CERTIFICATES ISSUED BY GROUPAMA ASSURANCES MUTUELLES | 179 |
| 6.3.3 REMUNERATION POLICY | 179 |
| 6.4 CASH AND GROUP FINANCING | 180 |
| 6.4.1 CASH AND CASH EQUIVALENTS | 180 |
| 6.4.2 ISSUER’S FINANCING STRUCTURE | 180 |
| 6.4.3 EMPLOYMENT AND CASH | 181 |
| 6.5 PROPERTY, PLANT AND EQUIPMENT | 181 |
| 6.6 ADMINISTRATIVE, JUDICIAL, OR ARBITRATION PROCEEDINGS | 181 |
| 7. FINANCIAL STATEMENTS | 183 |
| 7.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES | 184 |
| 7.1.1 CONSOLIDATED BALANCE SHEET | 184 |
| 7.1.2 CONSOLIDATED INCOME STATEMENT | 186 |
| 7.1.3 STATEMENT OF NET INCOME AND GAINS (LOSSES) RECOGNISED DIRECTLY IN GROUP’S EQUITY | 187 |
| 7.1.4 CHANGE IN GROUP’S EQUITY | 188 |
| 7.1.5 CASH FLOW STATEMENT | 189 |
| 7.1.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 191 |
| 7.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 288 |
| 7.3 ANNUAL FINANCIAL STATEMENTS AND NOTES | 292 |
| 7.3.1 BALANCE SHEET | 292 |
| 7.3.2 OPERATING INCOME STATEMENT | 294 |
| 7.3.3 NON-OPERATING INCOME STATEMENT | 295 |
| 7.3.4 COMMITMENTS RECEIVED AND GIVEN | 296 |
| 7.3.5 RESULTS OF THE PAST FIVE FISCAL YEARS | 297 |
| 7.3.6 NOTES TO THE ANNUAL FINANCIAL STATEMENTS | 298 |
| 7.4 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS | 326 |
| 8. LEGAL INFORMATION | 331 |
| 8.1 COMPANY INFORMATION | 332 |
| 8.1.1 IDENTIFICATION | 332 |
| 8.1.2 CURRENT STATUTORY PROVISIONS | 332 |
| 8.1.3 INTERNAL BYLAWS OF THE BOARD OF DIRECTORS | 341 |
| 8.2 INFORMATION CONCERNING SHARE CAPITAL AND PRINCIPAL SHAREHOLDERS | 350 |
| 8.2.1 SHARE CAPITAL BEFORE CONVERSION | 350 |
| 8.2.2 SITUATION AFTER CONVERSION | 351 |
| 8.2.3 MAIN SHAREHOLDERS BEFORE CONVERSION | 352 |
| 8.3 PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT, FINANCIAL DISCLOSURES AND FOR AUDITING THE FINANCIAL STATEMENTS | 353 |
| 8.3.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT | 353 |
| 8.3.2 DECLARATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT | 353 |
| 8.3.3 PERSON RESPONSIBLE FOR THE FINANCIAL DISCLOSURE | 353 |
| 8.3.4 PERSONS RESPONSIBLE FOR AUDITING THE FINANCIAL STATEMENTS | 353 |
| 8.4 DOCUMENTS AVAILABLE TO THE PUBLIC | 354 |
| GLOSSARY | 355 |
| CONCORDANCE TABLE WITH THE HEADINGS REQUIRED BY EU REGULATION NO 809/2004 | 356 |
| CONCORDANCE TABLE WITH THE DISCLOSURES REQUIRED IN THE ANNUAL FINANCIAL REPORT | 358 |