GROUPAMA / 2018 Registration document

FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

GROUP’S EQUITY, MINORITY INTERESTS NOTE 21

Share capital limits

a Group regulatory capital requirement,taking into account, where applicable, the banking businesses engaged in by the insurance group.

Note 21.1

for insurance companies Insurance business operations are governed by regulatory constraintsthat define, in particular,share capital or minimum initial capital. In France, in accordance with the European Directive and by virtue of Articles R. 322-5 and R. 322-44 of the French Insurance Code, French companies subject to State control and established in the form of agricultural insurance or reinsurance mutuals must have initial capital at least equal to €240,000 or €400,000 depending on the branches operated. French public limited companiesmust have share capital of at least €480,000 or €800,000 depending onthe branchesoperated. Additionally, in order to ensure a solid financial position for insurance companies and to guarantee protection for insurance customers, in France, insurance companies are subject since 1 January 2016 to the “Solvency 2” regulatory system, which was introduced by European Directive 2009/138/ECof 25 November 2009. It requires insurancecompaniesto continuouslycomply with the capital requirements relating to the minimum capital requirement (Article L. 352-5 of the French Insurance Code) and the solvency capital requirement (Article L. 352-1 of the French Insurance Code) calculated in accordance with the provisions of delegated regulation no 2015/35. This obligation also exists abroad, according to similar mechanisms. This entire mechanism is reinforcedat the level of the consolidatedfinancial statementsby

Impact of transactions

Note 21.2

with shareholders CHANGEINGROUP'SEQUITYDURINGTHE 2018FISCAL YEAR Article 52 of the law of 9 December 2016 on transparency, the fight against corruption, and modernisation of the economy, required Groupama’s central body, Groupama SA, to transform itself from a public limited company into an Agricultural Reinsurance Mutual. On 7 June 2018, Groupama SAwas converted into an Agricultural ReinsuranceMutual, a special form of mutual insurance company, commonly known as Groupama Assurances Mutuelles. Prior to this conversion,GroupamaHolding and GroupamaHolding 2were taken over by Groupama SA, resulting in the direct ownership of Groupama SA shares by the regional mutuals. As of 31 December2017, Groupama SA’sshare capital consisted of 407,474,176shares witha par value of €5.125. The table below shows the change of capital during operations prior to the conversion (acquisition of Groupama Holding and Groupama Holding 2 byGroupama SA):

Number of shares issued/ cancelled

Par value of the capital increase/ reduction

Contribution or merger issue premium

Cumulative number of shares

7

Date of completion Operation

Par value of the shares

Cumulative capital

Cancellation of existing sharesfollowing the conversion of the company into anAgricultural Reinsurance Mutual

07.06.2018

411,924,071

€5.125 €2,111,110,863.88

0

0

0

Capital reduction by cancellation of the shares contributed by Groupama Holding on 07.06.2018 374,939,492

07.06.2018

€5.125 €1,921,564,896.50

0 €2,111,110,863.88 411,924,071

Capital increase as compensation for the merger takeover of Groupama Holding

07.06.2018

378,191,874

€5.125 €1,938,233,354.25 €1,322,162,494.91 €4,032,675.760.375 786,863,563

Capital reduction by cancellation of the shares contributed by Groupama Holding 2

07.06.2018

32,435,200

€5.125

€166,230,400

0 €2,094,442,406.125 408,671,689

Capital increase as compensation for the merger takeover of Groupama Holding 2 33,632,713

07.06.2018

€5.125 €172,367,654.125 €116,277,202.32 €2,260,672,806.125 411,106,889

Capital increase eliminating thepreferential share

subscription right held by Groupama Holding and Groupama Holding 2 78,387,464

25.02.2016

€5.125

€401,735,753 €298,264,300.52 €2,088,305,152 407,474,176

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES