GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

An attendancesheet is establishedfor each meeting of the Mutual Insurance Advisory Board. The deliberations are recorded in minutes kept in a register and signed by the Chairman and the Secretary ofthe meeting. The Board may temporarily or permanently establish within itself any committeeor task force responsiblefor studying or monitoring a topic related to its missions, and, more generally, call on anyone whose qualificationswould be useful in shedding light on its work in these committees ortask forces. Similarly, to contribute to its discussions,the Board of Directors or the ExecutiveBoard may hear from the Chief ExecutiveOfficer of a member mutual assigned to a task on a particular subject by the national mutual. Depending on the subject, the Chairman may decide to invite a representative of one or more professional organisations representing the different categories of members of the local mutuals to attend the Mutual Insurance Advisory Board as an auditor. The Board of Directors prepares an annual activity report and a report on the plan of projectedactions, which are presentedat the annual General Meeting. The Mutual InsuranceAdvisoryBoardmay be informedof the main measurestaken pursuantto the provisionsrelating to the operation of the Group and the network, in particular those relating to the rules for appointmentand dismissal of Chief ExecutiveOfficers and dismissal of Board of Directors of member mutuals and local mutuals. Allowances for performance of duties (d) The duties of a member of the Mutual Insurance Advisory Board are performed free ofcharge. However, in their capacity as mutual insurancerepresentatives,the Board of Directorsmay decide to grant allowancesto members of the Mutual Insurance Advisory Board, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodation, and childcareexpenses. Internal bylaws (e) The Mutual Insurance Advisory Board adopts internal bylaws specifying the measures for applyingtitle V of these bylaws. Statutory auditors (Article 26) 8.1.2.26 Control is exercised by one or more acting statutory auditors appointed andexercising theirduties in accordancewith the law. Composition of the General Meeting 8.1.2.27 (Article 27) The General Meeting is composed of the delegates appointed by the Boards of Directors of the member mutuals from among their membersor among the membersof the Boards of Directors of the local agricultural insurance mutuals within their district; it representsall of the membermutuals,and its decisionsare binding on all of them, even those that are neither present nor represented. Each delegateshall haveone vote.

Each member of the Board of Directors shall attend this meeting in an advisory capacity unless he/she is not the delegate of a membermutual, inwhich casehe/she shall havea right to vote. The Chief Executive Officer, the Deputy Chief Executive Officer (where applicable),and all other membersof the managementstaff authorised by the Chairman of the Board of Directors attend the General Meetings in an advisorycapacity. Each member mutual is entitled to a delegate to the General Meeting. Mutuals whose ceded contributions exceed €10 (ten) million without exceeding €100 (one hundred) million are entitled to 4 (four) delegates. Mutuals whose ceded contributions exceed €100 (one hundred) million are entitled to 25 (twenty-five) delegates Any delegate who is a member of the General Meeting may be representedby another memberdelegate ofthat meeting holding a proxy; however, no delegate may represent more than five members ofthe GeneralMeeting. Meeting notices – Agenda 8.1.2.28 (Article 28) The Board of Directors may convene a General Meeting at any time. The General Meeting is called by a simple letter sent to the Chairmen of the member mutuals at least fifteen days before the date of themeeting. Meeting noticesmust mentionthe agenda. Meetings are held at the corporate headquarters or at any other location defined in thenotice conveningthe meeting. The agenda of each meeting is decided by the Board of Directors. It contains only matters coming from either the Board of Directors or a member mutual, provided that this mutual communicated its request at least twenty days before themeeting. The meeting may deliberate only on the itemson the agenda. Composition of the General Meeting 8.1.2.29 (Article 29) The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice-Chairman of the Board of Directors or, failing that, by a Director appointed by the Board of Directors. The General Meeting appoints two vote tellers from among the delegates. The Executive Board of the General Meeting thus composed appoints the secretary, who may be chosen from outside the delegates. An attendance sheet is prepared and then certified by the Executive Board. The deliberationsof the meetingare recorded in minutes entered in a register and signed by the Chairman and the Secretary of the meeting. Copies or extracts of the minutes of the deliberations of meetings are certified true by the Chairman or by the Vice-Chairmanof the Board of Directors or by two Directors or by the Chief Executive Officer.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES