GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

the Business Continuity Plans and the report on anti-money laundering activities andcombatingthe financing ofterrorism; to analyse any agreement entered into under the conditions ❯ referred to in Article R. 322-57 of the French Insurance Code, including such agreements between Groupama Assurances Mutuelles andone of its non-voting Directors. In this context, the committeemust submit a report to the Board of Directors for each of these agreements, specifically regarding its purpose, its amount and its principal conditions, and draw its conclusions in particular as to the applicable procedure (prior authorisation or communication by the Chairman to members of the Board of Directors and the statutory auditors, provided that it involves agreements corresponding to current operations entered into under normal conditions under the terms of Article R. 322-57 of the French InsuranceCode). The committee will also report to the Board of Directors on the status of these agreements; to review any possible amendment to the reinsurance ❯ agreement; to review the funding of major programmes,in particular mutual ❯ certificates; and, in general, to prepare the work of the Board of Directors, ❯ support its decision-making and inform or even alert it when necessary. MEMBERSHIP The Audit and Risk Management Committee consists of a minimum ofthree (3) and a maximum ofsix (6) membersappointed by the Board of Directors, chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent and chosen from among the Directors external to the Company if the committeehas three members; the number of independentmembers must be at least two (2) if the committee has five (5) or more members. The committee cannot include the Chairman of the Board of Directors among its members. At least one committee member must, by training and experience, have a good understanding of financial statements and the accounting principles used by Groupama Assurances Mutuelles, the ability to evaluate the general applicationof these principles,experiencein the preparation,audit, analysis and evaluation of financial statements of a complexity comparable to those of Groupama Assurances Mutuelles, good understandingof internal control procedures and the committee’s functions, and, if possible, training or experiencein insurance. The committee is chaired by an Independent Director. However, the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing the member mutuals. The terms of office of committee members coincide with their terms as Director or non-voting Director. The committee appoints its own Chairman. The General Secretary of Groupama AssurancesMutuellesserves as Committeesecretary.

Members are convened by the Committee Chairman or two of its members. The Chairman of the Board of Directors or the Chief ExecutiveOfficer may also request that the Chairman convene the Audit andRisk Management Committee on a specific item. Meetings of the committee are considered valid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meetingwill be prepared,recordingthe agenda and the discussions held between committee members. The CommitteeChairmanor a member of the committeeappointedfor this purpose will report the committee’s opinions and recommendationsto the Board of Directors for the purposes of its deliberations. The committee is required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directors within three (3) months after the close of the said fiscal year. Exceptional cases Depending upon theagenda, theCommittee Chairman: may call in any person of the Group likely to offer the committee ❯ relevant and useful clarifications for a proper understanding of an issue; must exclude from its discussionsnon-independentmembersof ❯ the committeefor the assessmentof points likely to pose ethical problemsor conflictsof interest. Working methods Members of the Audit and Risk Management Committee will benefit, as of their nomination,from informationon the accounting, financial, and operational details of Groupama Assurances Mutuelles. The time frames for examinationof the accounts by the Audit and Risk ManagementCommitteemust be sufficient (at least two days prior to the assessment by the Board of Directors). For the purposes of its examination of the accounts, the committee will receive a memorandumfrom the statutory auditors highlightingthe essential pointsnot only of the results, but also of the accounting options applied, as well as a note from the Chief Financial Officer describing the exposure to risks and the significant off-balance sheet commitments of Groupama Assurances Mutuelles. Appendix 2 Compensation and Appointments Committee PURPOSEOF THECOMMITTEE The purpose of the Compensation and Appointments Committee is as follows: propose to the Board of Directors any matters relating to the ❯ personal status of the Corporate Secretaries, specifically compensation,pensions, as well as provisions for the departure of membersof the Company’smanagementbodies; make any proposals relating to the compensation of corporate ❯ officers; define the rules for setting the variable portion of the ❯ compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performanceof the Corporate Secretaries and with the Group’s medium-termstrategies;

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OPERATION Internal organisation of the committee

The Audit and Risk Management Committee meets as often as deemed necessary and at least twice a year prior to the examinationof the annual and mid-year financial statementsby the Board of Directors.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES