GROUPAMA / 2018 Registration document

LEGAL INFORMATION COMPANY INFORMATION

Directorsand non-votingdirectorsfor their duties, compensation of over one hundred thousand euros (€100,000) within the past five years; he/she is not a Corporate Secretary of a company in which ❯ GroupamaAssurancesMutuellesholds, directly or indirectly,the position of director or in which an employeedesignatedas such or a CorporateSecretaryof the Company(currentlyor within the past five years) holdsthe positionof director; he/she is not a significantcustomer,supplier, investmentbanker ❯ or financing banker of Groupama Assurances Mutuelles or its group, or for which Groupama Assurances Mutuelles or its group represents asignificantportion of businessactivity; he/she has no close family ties to a corporate officer; ❯ he/she has not been statutory auditor of the Company during ❯ the past five years; he/she has not been a director of the Company for over ❯ twelve years. The Board of Directors may consider a director, although meeting the above criteria, not to be independent on the basis of his/her particular situation or that of Groupama Assurances Mutuelles, or for any other reason. Conversely, the Board of Directors may consider a director not meeting the above criteria to be independent.

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. Working methods The Chairman of the Audit and Risk ManagementCommitteeshall be invited to participate in the work of the StrategyCommitteewith regard to the financial aspects of strategic partnerships and external growth matters. The criteria that the Compensationand AppointmentsCommittee and the Board of Directors must examine in order to classify someone as an Independent Director and prevent the risk of conflict of interestfacing the Directorare as follows: he/she is not an employee of Groupama AssurancesMutuelles ❯ or is not an employee or Director of a member mutual or a company that it consolidatesand has not been at any time over the past five years; he/she has not been paid Groupama Assurances Mutuelles, in ❯ any form whatsoever, with the exception of Directors’ attendance fees and compensation granted to Independent Appendix 4 Criteria for independence

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES