GROUPAMA / 2018 Registration document

6 EARNINGS AND FINANCIAL POSITION MANAGEMENT REPORT OF THE BOARD OF DIRECTORS

Changes onthe credit market (c)

-1 0 1 2 3 4 5

-5 -4 -3 -2

Jan. 2018

Apr. 2018

Jul. 2018

Oct. 2018

Jan. 2019

Euro >= BBB-

Euro < BBB-

US >= BBB-

US < BBB-

BloombergBarclays coupons reinvested indices. In the eurozone, credit spreads widened significantly, especially on lower-quality credit. These movements reflect a combination of three factors: the prospects of the end of corporate bond purchases by the ECB at the end of 2018, the return of risk aversion to the Italian environment, as wellas concerns aboutglobal growth anddeteriorating liquidityconditions.

6.1.2

SIGNIFICANT EVENTS OF FISCAL YEAR 2018

mutual insurance company, commonly known as Groupama Assurances Mutuelles. The conversion of Groupama SA into Groupama Assurances Mutuelles has no impact on the Group’s solvency nor on commitments undertaken with regard to holders of its debts. This conversion simplifies the Group’s organisation and makes it consistent overall based on its three levels of mutualisation: local, regional and nationwide mutuals. By unifying its values and organisation, the Groupama group is demonstrating its commitment to its mutual insurance background, which is being used in an ambitious savings project for its members and customers. This new organisationwill enable the Group to have the legal and financial resources to potentially grow via operations for mutual insurance or forprofit. Following the creation of Groupama Assurances Mutuelles, the Board of Directors confirmed its trust in the current leadership at its first meeting on 7 June 2018 by reappointingJean-YvesDagès, Chairman of the Board of Directors, and Thierry Martel, CEO of Groupama, to continueto performtheir roles.

Financial Strength 6.1.2.1 Financial rating (a)

On 29 October 2018, Fitch Ratings confirmed the “A-” Insurer Financial Strength (IFS) ratings of GroupamaAssurancesMutuelles and its subsidiaries and confirmed the outlook associated with these ratings to “Positive”. The agency had upgraded the outlook from “Stable”to “Positive” on19 April 2018. Issue ofsubordinated instruments (b) On 17 September 2018, Groupama placed subordinated instruments with a maturity of 10 years with institutional investors for a total of €500 million with an annual coupon of 3.375%. The new instrument was a big success among institutional investors with an order book oversubscribed nearly three times. This operation contributes to the active management of Groupama’s capital by taking advantageof market opportunities. Governance 6.1.2.2 On 7 June 2018, the Group finalised its remutualisation project under the Sapin 2 law on transparency, the fight against corruption, and modernisation of the economy published of 9 December 2016. Groupama SA, the Group’s central body, was converted into a National Agricultural Reinsurance Mutual with the status of a

Business activities 6.1.2.3 Portuguese subsidiaries (a)

The memorandumof agreementfor the sale of the two Portuguese subsidiaries signed in September 2017 between Groupama SA and Benefits and Increases Unipessoal Lda was approved by the local regulatory authorities on 18 January 2018, and the closing took placeon 2 February 2018.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES