GROUPAMA / 2018 Registration document

LEGAL INFORMATION INFORMATION CONCERNING SHARE CAPITAL AND PRINCIPAL SHAREHOLDERS

The following table shows the changes in the share capital over the past three years.

Number of shares issued/ cancelled

Nominal amount of the capital

Par value of the shares

Contribution or merger issue premium

Cumulative number of shares

Date of completion

increase/ reduction

Cumulative capital

Operation

Cancellation of existing sharesfollowing the conversionof the Company into an Agricultural Reinsurance Mutual

07.06.2018

411,924,071 €5.125 €2,111,110,863.88

0

0

0

Capital reduction by cancellation of the shares contributedby Groupama Holding on 07.06.2018 374,939,492 €5.125 €1,921,564,896.50

07.06.2018

0 €2,111,110,863.88 411,924,071

Capital increase as compensation for the merger takeover of Groupama Holding 378,191,874 €5.125 €1,938,233,354.25 €1,322,162,494.91 €4,032,675.760.375 786,863,563

07.06.2108

Capital reduction by cancellation of the shares contributedby Groupama

07.06.2018

Holding 2 32,435,200 €5.125

€166,230,400

0 €2,094,442,406.125 408,671,689

Capital increase as compensation for the merger takeover of Groupama Holding 2 33,632,713 €5.125 €172,367,654.125 €116,277,202.32 €2,260,672,806.125 441,106,889

07.06.2018

Capitalincreaseeliminating the preferentialshare subscription right held by GroupamaHolding and

25.02.2016

Groupama Holding 2 78,387,464 €5.125

€401,735,753 €298,264,300.52

€2,088,305,152 407,474,176

Employee holdings of Groupama SA 8.2.1.3 shares On 7 June 2018, prior to the conversion of the Company, current employees, former employees, and sole agents of Groupama SA held 0.02% ofthe Groupama SA share capital.

Shares held by the Company 8.2.2.2 or its subsidiaries Not applicable.

8

Other equity instruments 8.2.2.3 Not applicable.

8.2.2

SITUATION AFTER CONVERSION

Employee profit-sharing 8.2.2.4 The cancellation of the Groupama SA shares, on the day of its conversion, ended the liquidity commitment to employees, former employees and sole agents (as described in section 7.2.1.6 of the 2017 registrationdocument). In accordance with Article 52 of the Sapin 2 law, the shares held by themwere cancelled andrefunded by theCompany.

The conversion of Groupama SA into a National Agricultural Reinsurance Mutual, a legal form without capital, resulted in the cancellation of all Groupama SA shares as of the day of its conversion. Non-equity instruments 8.2.2.1 On 7 June 2018, the shares held by the 13 Groupama member mutuals were converted into mutual certificates. They now hold 411,824,587 mutual certificates, with a par value of €8.785, funding the initial capitalfor a total of €3,617,878,996.80.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES