GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

Sections 3.1. to 3.3. below constitute the corporate governance report. This report, which was approved by the Groupama Assurances Mutuelles Board of Directors in its meeting of 14 March 2019, is based on the information compiled under the authority of the Groupama Assurances Mutuelles Executive Management. It describes the corporate governance of Groupama AssurancesMutuelles andthe rules used to determinethe compensation andbenefits of any kindgranted to corporate officers.

DISCLOSURES ON CORPORATE GOVERNANCE

3.1 Pursuant to Article 52 of the French law on transparency,the fight against corruption, and the modernisation of economic life (“Sapin II law”) published on 10 December 2016, Groupama SA, the central body of the network formed by agricultural mutual insurance and reinsurance companies or mutuals, changed its corporate form from a public limited company to a national agricultural reinsurancemutual on 7 June 2018, having the special form of mutual insurancecompany (SAM) like the regional mutuals. It also updated its corporate purpose and changed its name to “Caisse Nationale de Réassurance Mutuelle Agricole Groupama” or, more commonly,“Groupama AssurancesMutuelles”. Membership 3.1.1.1 Since 7 June 2018, Groupama Assurances Mutuelles (“the Company”) is administeredby a Board of Directorsmade up of 15 members, including: 13 Directorsappointed by theOrdinaryGeneral Meeting: ❯ 9 natural persons representing the member mutuals having ■ the position of Chairman of the Board of Directors of their mutual, 4 Directors elected for their qualificationswho have the status ■ of IndependentDirectorsas defined by the AFEP-MEDEFtask force and in the internal bylaws of the Board of Directors (see appendix 4 ofsection 8.1.3.4); 2 Directorselected byCompanyemployees. ❯ During fiscal year 2018,its membershipwas modified following the co-optation of Jean-Pierre Constant to replace Amaury Cornut-Chauvinc on 3 May 2018. The ratification of his appointmentoccurredduring the General Meetingon 7 June 2018. In addition, in order to comply with the new bylaws, Monique Aravecchiaand MarilynBrossatresignedfrom their offices following the General Meeting of Groupama SA on 7 June 2018. Then, the first General Meeting of Groupama Assurances Mutuelles, held on 7 June 2018, confirmed the continuationof the terms of office of the Directors of GroupamaSA. Lastly, the Board of Directors of GroupamaAssurancesMutuelles,which met on the same day, elected Jean-Yves Dagès as Chairman of the Board of BOARD OF DIRECTORS 3.1.1

Directorson a proposal from the Mutual InsuranceAdvisoryBoard. It then elected Jean-LouisPivard as Vice-Chairman. As at 31 December 2018, the membership of the Board of Directorswas as follows: Chairman: Jean-Yves Dagès ❯ Vice-Chairman: Jean-Louis Pivard ❯ Directors: Representing themember mutuals:

Michel Baylet; ❯ Daniel Collay; ❯ Jean-Pierre Constant; (1) ❯ Marie-Ange Dubost; ❯ Michel L’Hostis; ❯ Laurent Poupart; ❯ FrançoisSchmitt. ❯ Chosen for their qualifications: Isabelle Bordry; ❯ Ada Di Marzo; ❯ CarolineGrégoireSainteMarie; ❯ Bruno Rostain. ❯ Employeerepresentatives: Thierry Chaudon; ❯ Liouba Ryjenkova. ❯ Works Council representative: Catherine Guibert ❯ Secretary of the Board: Cécile Daubignard ❯ The average ageof the Directors is 58.

The first General Meetingof GroupamaAssurancesMutuelles,held on 7 June 2018, did not use the authority provided for in Article 21 of the bylaws toappoint non-voting Directors.

Duringthe meetingof 3 May 2018, the Board of DirectorsappointedJean-PierreConstantto replaceAmauryCornut-Chauvinc.His appointmentwas ratifiedby the (1) General Meetingof 7 June2018. MoniqueAravecchia and Marilyn Brossat resigned asDirectorson 7 June 2018.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES