GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

Resources/Uses (Article 11) 8.1.2.11 The nationalmutual’s resources consistof: ordinary resources: reinsurance contributions, investment ❯ income, reinsurers’ payments; extraordinary resources: mutual certificates, loans, as well as ❯ donations, bequestsand subsidiesof any kind. The nationalmutual’s expensesconsist of: its share in payments ofclaims; ❯ payments to reinsurers; ❯ its share in the allowances for technical reserves for current ❯ risks, claims payable, current annuitiesand miscellaneousitems, established inaccordancewith the regulations inforce; Mutual certificates (Article 12) 8.1.2.12 The national mutual may issue mutual certificates only to member mutuals underthe conditionsprovided for bythe laws inforce. The mutual certificateshave no physical form. They are recorded in registeredform in a register and in a securitiesaccount held by the national mutual oron its behalf byan authorisedintermediary. Ownership of the mutual certificate is established by entry in the certificate account inthe name ofthe holder. The mutual certificate holder has no obligation to pay the corporate liabilities beyond the amount of the mutual certificates subscribedand only in case of liquidationof the national mutual as mentioned inArticle 32 below. Loans (Article 13) 8.1.2.13 The national mutual may issue loans, bonds, participating shares and subordinated instruments under the conditions of the laws in force. management fees; ❯ interest on loans. ❯ statements –Appropriation of earnings (Article 14) The fiscal year will have a duration of twelve months. It will begin on 1 January andend on 31 December of each year. At the close of each fiscal year, the Board of Directors shall prepare a management report consistent with the provisions of Article L. 322-26-2-4of the FrenchInsuranceCode. The income statement summarising revenue and expenses for the year will show, by difference,the profit or loss for the year,after deducting amortisation,depreciation,and provisions. After deductions to establish the mandatory provisions and reserves required by the regulations in force have been made, the General Meeting may, on the proposal of the Board of Directors, appropriatethe available balance of the earnings of the fiscal year, plus any positive retainedearnings, asfollows: Annual financial 8.1.2.14

appropriation, within the limits set by law, to compensation of ❯ mutual certificates; appropriation to any existing or new reserves account or ❯ retainedearnings; distribution ofannual surplusesamong the membermutuals. ❯ Board of Directors (Article 15) 8.1.2.15 Membership ofthe Boardof Directors (a) The national mutual is administeredby a Board of Directors made up of two categoriesof Directors: Directorselected by theOrdinaryGeneral Meeting: ❯ nine (9) natural persons representing the member mutuals ■ having the position of Chairman of the Board of Directors of their mutual, at least four (4) but no more than five (5) natural persons ■ elected for their qualificationson the proposal of the Board of Directors, who have not served as a Director or member of the Supervisory Board within a company or mutual falling within the Group’s scope of consolidation or been employed by one of these companies or mutuals during the last five fiscal years. The Directorsare appointedby the OrdinaryGeneral Meeting for a term of office of six (6) years. Their duties will end following the Ordinary General Meeting having approved the corporate financial statements for the fiscal year just ended, held in the year when theDirector’s term of officeexpires. Directorsmay be re-elected. When a Director representinga member mutual loses the status of Chairman of the Board of Directors of his/her mutual, his/her term of office as Director of the national mutual shall automaticallycease. In the event of a vacancy of one or more member seats on the Board of Directors due to death, resignation,or terminationof a term of office, particularly following a decision of opposition by the French Prudential Supervision and Resolution Authority (ACPR), the Boardmay make provisionalappointmentsbetween two General Meetings. A Director appointed to replace another shall only exercise his/her duties during the remaining term of office of his/her predecessor.Appointmentsmade by the Board of Directors by virtue of the preceding paragraph are subject to ratification by the next Ordinary General Meeting. If the appointmentsare not ratified, the deliberations and actions previously completed by the Board shall remain valid; Directors elected by the salaried staff of the national mutual ❯ pursuant toArticle L. 322-26-2 ofthe French InsuranceCode. The status and methodsof election of these Directors are set by Articles L. 225-28, L. 229 (first paragraph) and L. 225-30 to L. 225-34 of the French Commercial Code, as well as by these bylaws. They are two (2) in number, including one management representative. They are appointed for four(4) years.They may be re-elected.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES