GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

In the event of any question, Directors may consult the General Secretary, who will guide them on the application of these principles. Rights and obligations of Directorswith regard (e) to information The Chairman or the Chief Executive Officer of Groupama Assurances Mutuelles must send each Director any documents and information necessary for fulfilment of the Board’s duties, i.e., making decisions for which it is competent and control of the administration exercised bymanagement. Preparation for Board meetings The Chairman or the Chief Executive Officer will seek to communicateto the Directors no later than three days prior to any meeting, except in the case of an emergency or extraordinary circumstance, a work file, including in electronic form, containing all necessary documentsand information,to allow the Directors to participate in Board discussions in a knowledgeablemanner and to make auseful contribution to discussion points on the agenda. In the absence of information or in the event that the information communicated is deemed to be incomplete, the Directors will request that the Chairman or the Chief Executive Officer provide information they believe to be essential to their participation in the Board of Directorsmeetings. Ongoing information Outside of Board meetings, the Chairman or Chief Executive Officer is required to communicateto Directors, insofar as they are aware thereof, informationand documentsneeded to perform their duties, insofar as they are not hindered by business secrecy, as Directorshave an obligation of confidentiality. Requests for documents and information from Directors are to be sent to the General Secretary, who will forward them to the Chief Executive Officer. The list of documents requested by Directors is to be includedas an item on the agenda of the next meeting of the Board of Directors; this list is to be included in the minutes of such meeting. For reasons of confidentiality,the Chairman or the Chief Executive Officer may deem it preferable to make the requested documents available to Directorsat the Company’s headquarters. If the Chairman or the Chief Executive Officer believes the information request exceeds the responsibilities of the Director or is likely to raise a problem of conflict of interest, the Chairman or Chief Executive Officer, after having so informed the Director in question, may consult the Chairman of the Audit and Risk Management Committee foradvice, priorto any response.

Officer that they may hold in other mutual insurance companies, mutual reinsurance companies or mutual insurance groups or public limited companies headquartered in France, to allow the Board of Directors, assisted by the Compensation and AppointmentsCommittee, to verify that the candidates, if elected, meet the accumulationconditions provided forby French law. Directors are required to inform the Board of their appointmentas Director, Chairman, Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and ManagementBoard, Chairmanof the ManagementBoard and sole Chief Executive Officer in the companies mentioned above within five days of theirnomination. Within one month after the close of the fiscal year just elapsed, Directors are also required to communicate the list of positions they have occupied during the year just elapsed with a view to preparingthe management report. Duty ofsecrecy: confidential information (g) Directors, as well as any party called upon to attend all or part of the meetings of the Board of Directors and committees, are subject to an obligation of discretion as to the progress and content of thediscussions. Specifically, Directors must maintain secrecy with regard to information correspondingto the definition of financial information, or other information likely to be of interest to third parties and specifically competitorsof GroupamaAssurancesMutuelles or the Group, or confidential informationand data. They undertake not to use for personal purposes, and not to disclose outside the obligations of theirposition, any confidential information. Prevention ofrisk ofinsider trading (h) This paragraph containsthe rules of professional ethics intendedto prevent the risk of insider trading, with regard to financial transactions pertaining to an issuer of financial instruments or financial instruments carried out by members of the Board of Directors, whenever Directors, in the exercise of their functions, hold or have access to inside information pertaining to that issuer or those financial instruments. Legal and regulatory framework The applicable legislative and regulatory framework comes from the French Monetary and Financial Code and Regulation (EU) no 596/2014 of 16 April2014 on market abuse. The mechanismput in place is primarily based on the principle that any inside informationconcerningan issuer of financial instruments or financial instrumentsmust not be unlawfullydisclosedor used to carry out trades on one’s own behalf or on behalf of a third party directly or indirectly or by recommending to another person to carry out a trade. Failure to comply with the rules in this matter is punishable by law (prison term andmajor fine). The French financial markets authority (AMF) may alternatively prosecutethese violations andimpose pecuniary sanctions.

Accumulation ofterms ofoffice (f)

Candidates for the offices of Director are required to inform the Board of Directors of any positions of Director, Chairman, Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and Management Board, Chairman of the Management Board or sole Chief Executive

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES