GROUPAMA / 2018 Registration document

EARNINGS AND FINANCIAL POSITION CHARACTERISTICS OF THE MUTUAL CERTIFICATES AND REMUNERATION POLICY

CHARACTERISTICS OF THE MUTUAL CERTIFICATES 6.3 AND REMUNERATION POLICY

6.3.1

LEGAL REGIME FOR MUTUAL

6.3.2

CHARACTERISTICS OF THE MUTUAL CERTIFICATES ISSUED BY GROUPAMA ASSURANCES MUTUELLES

CERTIFICATES

The mutual certificates,governedby Articles L. 322-26-8 et seq. of the French Insurance Code, are perpetual instruments that contribute to the initial capital of the issuing mutual insurance companies(SAM). They may be issued by an SAMto its members, to the members or policyholders of companies of the Group to which the SAM belongs, orto other SAMs. Mutual certificatesare entitled to remunerationfixed annually at the General Meeting approving the financial statements. This remuneration is not guaranteed.Under the regulations, it depends on the resultof the issuing SAM, and its amount iscapped. Mutual certificates may be redeemed only by their issuer and at their nominal value. Lastly, mutual certificates do not confer any voting rights at the General Meetingof the issuing SAM. Itis the status ofmemberthat gives a voting right, in keeping with the mutualist principle of “one person, one vote”. The mutual certificate holder has no obligation to pay the corporate liabilities beyond the amount of the mutual certificates subscribed andonly in case of liquidation ofthe issuing SAM.

On the day of its conversion, Groupama Assurances Mutuelles issued 411,824,587 mutual certificates, contributing to the initial capital for a total of €3,617,878,996.80.These mutual certificates were distributed among the 13 member mutuals, based on the number of Groupama SA shares that they held at the time of conversion. Their nominalvalue is €8.785.

6.3.3

REMUNERATION POLICY

Article R. 322-80-2 of the French Insurance Code sets the maximumshare of the results of the last fiscal year closed and the previous fiscal years likely to be allocated annually to the remuneration of mutual certificates at 10% of the sum of the results of the last three closed fiscal years. However, if, by application of this rule, the mutual certificates cannot be remunerated although the result of the past closed fiscal year is positive, the maximum share of the results that can be allocated for the remunerationof certificates is equal to 25% of the result of the last closed fiscal year. For the first year of remuneration of mutual certificates, a remuneration of €14 million will be proposed to the General Meeting, similar tothe dividend paidin 2017 for fiscal year 2016.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES