GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

Regardless of his/her method of appointment, the duties of a Director will end following the Ordinary General Meeting approving the corporate financial statements for the fiscal year just ended, held in the year whenthe Director’s term of officeexpires. The age limit for exercising the duties of Director is set at the sixty-fifth (65 th ) birthday, and a member of the Board of Directors shall be deemed to have officially resigned upon completionof the OrdinaryGeneral Meeting inthe year of his/hersixty-fifth birthday. Conditions forthe election ofemployee (b) Directors For each vacant seat on the Board, the method of ballot counting is as provided for inthe legal provisions. The elections may take place over the Internet. In all cases or for any reason whatsoever, should the number of seats of elected Directors actually filled fall below two before the normal expiry of these Directors’ term of office, the vacant seats will remain vacant until such expiry date and until then, the Board of Directorswill continueto meet and carry out validbusiness. Elections are held every four (4) years, such that a second round may be held no later than fifteen days before normal expiry of the term of office of theoutgoing Directors. The date of the 1 st  ballot round must be posted at least six weeks before. The list of voters must be posted at least five weeks before the date ofthe 1 st  round. The deadlines for other electoral operations, for each ballot round, are as follows: candidates are to file at least four weeks before the balloting ❯ date; the lists of candidates are to be posted at least two weeks ❯ before theballoting date; the documentsneeded for voting by mail, where applicable,are ❯ to be posted at least two weeks beforethe ballotingdate. Candidates or lists of candidatesmay be nominated either by one or more representative trade unions, or by one-twentieth of the voters or, if their number is greater than two thousand, by one hundredvoters. The balloting will be carried out on the same dates on all of the national mutual’s sites at the workplace and during business hours. Each voting office consists of three voter members, chaired by the eldest of them. They are responsiblefor the successfuloutcome of the votingactivities. Ballots will be counted in the voting office immediately after the close of balloting; the report will be prepared upon completion of the counting. The reports are immediatelytransferred to the headquartersof the national mutual, where an office will be established to consolidate the results with a view to preparing the summary report and announcing theresults.

Directors elected by employees will assume office during the meeting of the Board of Directors held after the Ordinary General Meeting approving the financial statements for the fiscal year just ended. The conditions for balloting not defined by Articles L. 225-28, L. 225-29 (first paragraph) and L. 225-30 to L. 225-34 of the French CommercialCode or by these bylaws are set by Executive Management after consultation with the representative union organisations. Organisation and deliberations 8.1.2.16 of the Board (Article 16) Chairman ofthe Boardof Directors (a) The Board of Directors shall elect a Chairman from among its memberson the proposal of the Mutual InsuranceAdvisory Board. The Chairman’s term of office is three years but may not exceed his/her termas Director. The Chairman may be re-elected. The Chairman may be granted compensation in an amount determined bythe Board of Directors. If the acting Chairman reaches the maximum age of 65 years set for his/her term of office as Director, his/her duties will terminate upon completion of the Ordinary General Meeting held in the year of his/hersixty-fifth birthday. The Chairman will organise and lead the work of the Board of Directors, on which the Chairman reports to the General Meeting. The Chairmanwill ensure the successfulfunctioningof the national mutual’s bodies and specifically ensure that the Directors are capable offulfilling theirduties. Vice-Chairman (b) The Board of Directors may appoint a natural person from among its members to serve as a Vice-Chairman, whose duties, in the event of the Chairman’s impediment, consist of convening and chairing Board meetings, aswell as chairing the GeneralMeeting. Meetings ofthe Board ofDirectors (c) The Board of Directors will meet as often as the national mutual’s interest so requires, whenever convened by the Chairman, at the headquartersor any other location indicatedby the notice to meet. If the Board has not met for more than two months, at least one-third of the Board members may ask the Chairman to convene a meeting for a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific agenda. The Chairman is bound by any requestsaddressed to him/her under this paragraph. Directorsmay be convenedby letter or byany othermeans. Under the conditions provided for by law, the internal bylaws may provide that meetings may be held by video-conferencingor by any method of telecommunication. Directors who participate in Board meetings by video-conferencing or any method of telecommunication are deemed as present for purposes of calculating quorum andmajority.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES