GROUPAMA / 2018 Registration document

7 FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

SIGNIFICANT EVENTS AND POST-BALANCE SHEET EVENTS 1

Activities 1.1.3 Portuguese subsidiaries (a)

1.1

Significant events of fiscal year 2018

Financial strength

1.1.1 Financial rating (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. Partnerships (b) On 9 February 2018, Groupama, the leading insurer of farmers, became one of the main partners of La Ferme Digitale, an associationof start-ups aiming to promote innovationand digital to serve agriculture. With this partnership, Groupama continues to support the agriculture of today and tomorrow and takes a new step in its support for the thriving market of new technologies serving agriculture. In March 2018, the Groupama group partnered with the fintech Sapiendo-Retraite, a recognised retirement expert in France, to enrich its digitalretirement services offering. In November 2018, Groupama and the Association des Petites Villes de France (APVF) formalised their partnership. Groupama’s ambition is to supportingmayors and their municipalitiesas closely as possible for everyday management but also during times of crisis. In particular, Groupama has developed a website “Territoires-Groupama.fr” to put information and advice online, including on prevention. At the end of December 2018,Orange and Groupama signed an agreement to create a joint venture called Protectline operating in the remote property monitoring sector. This company is 51% owned by Orange and 49% by Groupama. This partnership will enable Groupama to strengthen its existing activity in this sector and Orange to become a full player in this market, taking a new step in its multi-serviceoperator strategy. Property (c) In October 2018, Groupama sold Window, the iconic La Défense building, to OxfordProperties group for€477 million. On 17 December 2018, a memorandumof understanding for the sale of the 79 avenue des Champs Elysées building was signed between Groupama and the Norwegian sovereign wealth fund Norges Bank. The closing should take place by the end of 2019. The property is presented as an available-for-sale asset in the Group’s accounts. These sales materialise the value created by active property management andallow usto redeployour investments.

On 29 October 2018, Fitch Ratings confirmed the “A-” Insurer Financial Strength (IFS) ratings of GroupamaAssurancesMutuelles and its subsidiaries and the outlook “Positive”. The agency had raised theoutlook from “Stable”to “Positive” on19 April 2018. Issue of subordinated 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. 1.1.2 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 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 nation-wide 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. Governance

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES