GROUPAMA / 2018 Registration document

8 LEGAL INFORMATION COMPANY INFORMATION

evaluate all compensationand benefits receivedby Directors,as ❯ applicable, from other companies of the Group, including retirement benefitsand benefits of any kind; organise a procedureto select future IndependentDirectors and ❯ to perform its own research on potential candidates before any measure hasbeen taken withregard tothe latter; verify each year the individual status of each Director other than ❯ Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusionsof its examination to the Board ofDirectors; perform each year tasks involving the assessment of the ❯ methods of working of the Board of Directors and to communicate the conclusions of these tasks to the Board of Directors. MEMBERSHIP The Compensation and Appointments Committee consists of a minimum of three (3) and a maximum of five (5) members appointed by the Board of Directors and chosen from among the Directors and, where applicable, the non-votingDirectors. At least one (1) of the committee members must be chosen from among the Company’s Independent Directors. 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. 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 Compensation and Appointments Committee will meet as often as is deemed necessary and at least once a year prior to approval of the agenda of the annual General Meeting, to examine the draft resolutions to be submitted thereto concerning the positions of members of the Board of Directors and, as applicable, of non-votingDirectors, and prior to the assessmentby the Board of Directors of the compensation of the Chairman and Chief Executive Officer. Members are convened by the Committee Chairman or two of its members. The Chairman of the Board of Directors or the Chief Executive Officer may also request that the Committee Chairman convenes the Compensation and Appointments Committee ona specificpoint. 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. OPERATION Internal organisation of the committee

Exceptional cases Depending upon the agenda, the Committee Chairman may convene any person of the Group capable of offering the committee relevant and useful clarification as to the proper understanding ofan issue. Appendix 3 Strategy Committee PURPOSEOF THECOMMITTEE The Strategy Committeehas the following responsibilities: review the strategic guidelines and associated action plans of ❯ the Group and its components as contained in the three-year Strategicand OperationalPlanningProcess; discuss the Group’s longer-term, forward-looking strategic ❯ guidelineswith regard to the opportunitiesand constraintsof the environmentas anticipated by theGroup; review, on behalf of the Board of Directors, proposed strategic ❯ partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee shall beinvited to take partin this work. MEMBERSHIP The Strategy Committee consists of a minimum of three (3) and a maximumof five (5) members appointedby the Board of Directors and chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent, on the understandingthat independence is determined in accordance with the criteria listed in Appendix 4 below. The committee cannot include the Chairman among its members. The terms of office of committee members coincide with their terms as Director or non-voting Director. The committee appoints its Chairman from among the Independent Directors. The General Secretary of Groupama Assurances Mutuelles serves as Committee secretary. The Strategy Committeewill meet as often as it deems necessary and at least once a year. Members are convened by the CommitteeChairman or two of its members. The Chairman or the Chief ExecutiveOfficer may also ask the Chairman to convene the Strategy Committeeon a specific point. 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. OPERATION Internal organisation of the committee

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES