GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

The term of office as member of the Mutual Insurance Advisory Board automatically ceases before the end of six years in the following cases: death, resignation; ❯ loss of the position of Chairmanof a membermutual in the case ❯ of membersserving inthat position; loss of the capacityas Director of a regional mutual or a decision ❯ of the regional mutual to terminate their mandate in the case of members appointedby membermetropolitan regional mutuals; the member reaches the age limit; the terminationof the term of ❯ office shall take effect following the General Meeting of the national mutual held in the year ofhis/her 65 th  birthday. Responsibilities and powers of the 8.1.2.24 Mutual Insurance Advisory Board (Article 24) The Mutual InsuranceAdvisory Board’s responsibilities are to: nominate candidates for the office of Chairman of the Board of ❯ Directorsof the national mutual; define the general guidelines of the mutual insurance group and ❯ to overseetheir implementation; define Groupama’spositions at the national and European level ❯ as an agricultural professionalorganisation involved in the life of the territories; developmutual insuranceprincipleswithin the member mutuals, ❯ following an innovative and open approach to the social and economic environment in whichGroupamaoperates; lead actions to promote the Groupamamutual more widely as a ❯ professional organisation and a responsible player in the global economy; design, carry out or have carried out, together with the member ❯ mutuals, the training of elected representatives, particularly to meet the requirements ofthe supervisoryauthority resulting from the provisionsof the French InsuranceCode. The Mutual InsuranceAdvisoryBoard carries out its missions in the form of opinions, recommendations, and proposals for actions. Their implementation is decided by the competent administrative and managementbodies ofthe nationalmutual. In particular, it may propose that the national mutual join or provide financial support to all professional organisations, consortiums or companies of agricultural interest operating in the territories where the member mutuals operate and establish and develop permanent relationships with the professional organisations of different categories of members at the national, European and international level. For its work, it relies on the resources made available to it by the Executive Management. Organisation and operation of the 8.1.2.25 Mutual Insurance Advisory Board (Article 25) Chairman ofthe Mutual InsuranceAdvisory (a) Board The Chairman of the Board of Directors serves as ex-officio Chairman of theMutual InsuranceAdvisory Board.

The Chairman of the Board of Directors of the national mutual handles is responsible for its ongoing political representationwith professional organisations representing the different categories of members, public authorities and administrations, as well as with membermutuals. The Chairmandelegatespowers of ongoingpolitical representation to the Deputy Chairman and to the Vice-Chairmanin one or more specific areas. The Chairman may also delegate part of these powers toany member ofthe Mutual InsuranceAdvisoryBoard. The Chairman convenes the Mutual InsuranceAdvisory Board and directs its work. If the Chairman is unable to attend, he/she is replaced by the Deputy Chairman orone of the Vice-Chairmen. Executive Board ofthe Mutual Insurance (b) Advisory Board The Executive Board of the Mutual Insurance Advisory Board is composed of the Chairman of the Board of Directors of the metropolitan regional mutuals and a Deputy Chairman or a Vice-Chairmanof each of these mutuals appointed as a member of the Mutual Insurance Advisory Board as mentioned in Article 22 of these bylaws. Each metropolitan regional mutual appoints the Deputy Chairman or the Vice-Chairmanserving as a member of the Mutual Insurance Advisory Board to sit onthe Executive Board. The Deputy Chairman of the Mutual Insurance Advisory Board is elected by the Board on the Chairman’sproposal from among the Chairmen of metropolitan regional mutuals for a term of three years,expiring following the annual OrdinaryGeneral Meeting held in the year ofthe expiry of theterm of office. The other members of the Executive Board of Chairmen of metropolitan regional mutuals are Vice-Chairmen of the Mutual InsuranceAdvisory Board. The Executive Board prepares and monitors the work of the Mutual Insurance Advisory Board, particularly its relations with agricultural professional organisations and other players in the life of the territories. It meets as often as necessary for the initiative and whenever convened by the Chairman, or, failing that, by the Deputy Chairman or a Vice-Chairman.No one can be represented within the Executive Board or vote by proxy. Resolutionsare adopted by a majority vote of thesitting members. The Chairmen’s Committee, composed of the Chairman, the Deputy Chairmanand the seven Vice-Chairmen,regularlymonitors the activity of the Mutual Insurance Advisory Board and prepares the workof the ExecutiveBoard. The Mutual Insurance Advisory Board meets at least four times a year whenever convened by the Chairman or, if the Chairman is unavailable, bythe Deputy Chairman ora Vice-Chairman. Each member has one vote, with the exception of associate members, who serve only in an advisory capacity. No one can be representedwithin the Board or vote byproxy. Resolutions are adopted bya majorityvote of thesitting members. Operationof the MutualInsurance (c) Advisory Board

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES