GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

The appointmentof the Chief Executive Officer may be revoked at any time by the Board of Directors. If he/she has entered into an employment contract with the national mutual, his/her dismissal does not terminate that contract. If this dismissal is decided without just cause,it may give rise to damages. Upon the recommendation of the Chief Executive Officer, the Board of Directors can appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. There may be no more than five. Their authority will be set by the Board of Directors in agreement with the Chief ExecutiveOfficer. They shall have the same powers in dealing with third parties as theChief Executive Officer. The Board of Directors determines their compensation and sets the terms of their employment contract if they are salaried Directors. They may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Officer. If they have entered into an employment contract with the national mutual, their dismissal does not terminate that contract. If this dismissal is decidedwithout just cause, it may giverise to damages. No one aged 65 or older may be appointed Chief Executive Officer or Deputy Chief Executive Officer. If the Chief Executive Officer or a Deputy Chief Executive Officer reaches the age of 65 years, his/her duties will terminate upon completion of the next Ordinary General Meeting approving the financial statements for the fiscal year just ended. Agreements (Article 20) 8.1.2.20 The provisions of Article R. 322-57 of the French Insurance Code apply to agreements entered into directly or through an intermediary between the national mutual and one of its Board membersor salariedDirectors,or between the national mutual and an undertaking, if any of the Board members or salaried Directors of the national mutual is an owner, partner with unlimited liability, Manager, Director, member of the Supervisory Board or generally an officer ofsuch an undertaking. At the proposal of the Board of Directors, the Ordinary General Meeting may appoint non-voting Directors, who may not exceed six in number. In the event of a vacancy of one or more non-voting Director positions due to death or resignation, the Board of Directors may accept provisional nominations, subject to approval by the next OrdinaryGeneral Meeting. The non-votingDirectors, who are natural persons selected on the basis of their qualifications, form apanel. They are appointed for a period of six years to end upon completion of the meeting approving the financial statements for the fiscal year just ended and held within the year during which their terms of office expire. The Ordinary General Meeting may, under all circumstances, revoke one or more non-voting Board members and undertake to replace them, even if such revocation does not appear on the agenda. Non-voting Board members 8.1.2.21 (Article 21)

Non-votingDirectors are to be invited to meetings of the Board of Directors and shall take part in the deliberations in an advisory capacity. However, their absence shall not prevent the meeting from deliberating lawfully. They may receive compensationin an amount set by the Board of Directors for services renderedto the nationalmutual. Membership of the Mutual Insurance 8.1.2.22 Advisory Board (Article 22) The Mutual Insurance Advisory Board is made up of natural persons representingall the membermutuals. The member metropolitan regional mutuals are each represented by fivemembers,namely: the Chairman oftheir Board ofDirectors; ❯ four members appointed by them from among the members of ❯ their Board of Directors under the age of 59 years at their first appointment, at least one of whom with the status of Deputy Chairman or Vice-Chairmanof the regional mutual. By appointing their representatives to the Mutual Insurance Advisory Board, the member metropolitanregional mutual strive to achieve a goal of gender diversity in their representationbetween women and men. The Mutual Insurance Advisory Board’s internal bylaws determine the cases in which the appointment of a member by a member metropolitan regional mutual may be refused by the Executive Board of the Mutual Insurance Advisory Board for having failed to take this goal sufficiently into account in appointing its representatives. The age requirement and the diversity goal mentioned above are not applicable to the first members appointed to form the Mutual Insurance Advisory Board after the conversion of the Company into an Agricultural Reinsurance Mutual. Reinsurance mutuals of the overseas departments and the member specialised reinsurancemutuals are each representedby the Chairman oftheir Board ofDirectors. On a proposal from the Board of Directors, the Mutual Insurance Advisory Board may admit the representative of a mutual or joint management company having entered into a partnership with Groupama as an associate member. The status of associate membermay be terminatedat any time by decisionof the Board of Directors. Members of the Mutual Insurance Advisory Board serving as the Chairmanof their membermutual hold this membershipas long as they maintain this position. Other members of the Mutual Insurance Advisory Board are appointed for a renewable six-year term. The age requirement provided for in Article 22 of these bylaws is not applicable in case of renewal. If a member of the Mutual Insurance Advisory Board is over 59 years old as of the date of the renewal of his/her term, the duration of the renewed term shall be limited to the time remaining until the General Meeting of the national mutual held in the year of his/her 65 th  birthday. Duration of the term of office 8.1.2.23 of members of the Mutual Insurance Advisory Board (Article 23)

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES