GROUPAMA / 2018 Registration document

FINANCIAL STATEMENTS ANNUAL FINANCIAL STATEMENTS AND NOTES

NOTE 9

CHANGES IN GROUP'S EQUITY

Composition of initial capital The initial capitalconsistsof 411,824,587mutual certificates witha par value of €8.785. Statement of movements in reserves and changes in group's equity ı

Allocation of 2017 result

Contribution of GH2

Contribution

Result of fiscal year

31.12.2017

Result

Dividends

of GH Conversion

31.12.2018

(in thousands of euros)

Group’s equity Initial capital

3,617,879

3,617,879

Share capital

2,088,305

6,138

16,669 (2,111,112)

Issue premiums

360,794

(360,794)

Merger premiums

38,805

4,422

15,319

(58,546)

Contribution premiums

2,147

(2,147)

Conversion difference

(393,043)

(393,043)

Additional paid-in capital

401,746

4,422

15,319 (814,530)

(393,043)

Regulatory reserves Capitalisation reserve Other reserves

168,923

(168,923)

Other reserves

168,923

(168,923)

Retained earnings

18,458 518,863 (14,006)

(523,315)

Net income for fiscal year

518,863 (518,863)

165,302 165,302

TOTAL

3,196,295

(14,006)

10,560

31,988

165,302 3,390,138

7

Following the promulgation of the law of 9 December 2016 on transparency, the fight against corruption, and modernisation of the economy (Sapin 2 law), Groupama SA was converted on 7 June 2018 into a national agricultural reinsurance fund with the status of mutual insurance company, commonly known as GroupamaAssurancesMutuelles.This operationwas precededby two mergers with Groupama SA involving Groupama Holding 2 and then Groupama Holding, which led the regional mutuals to hold shares in Groupama SAdirectly. Pursuant to the law and after the vote at the General Meeting of Groupama SA, the regional mutuals subsequentlybecamemembersof GroupamaAssurances Mutuelles, with their Groupama SA shares being simultaneously converted into mutual certificatesissued by GroupamaAssurances Mutuelles.The value of the mutual certificates issued as part of the conversion constitutes the initial capital of Groupama Assurances Mutuelles and corresponds to the valuation of the merged entity GSA/GH/GH2at the time of theconversion.

This conversion resulted in the recording in the shareholders’ equity of Groupama Assurances Mutuelles of an initial conversion difference of €393.04 million, corresponding to the difference between book equity of the merged entity GSA/GH/GH2 and its valuation at thetime of the conversion. This conversion difference will be justified by a chronicle of corporate book results net of compensation of the Groupama Assurances Mutuelles mutual certificates over an initial horizon of ten years from the conversion year.If it is impossible to justify the amount of the conversion difference, the unjustified portion of the conversion difference will be charged against the initial capital of Groupama Assurances Mutuelles. The conversion difference will be cleared by the allocation of the book results net of remuneration of Groupama Assurances Mutuelles mutual certificates for the tenfuture financial years.

311

REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES