GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

Responsibilities of the Board 3.1.1.4 of Directors The Board of Directors sets the Company’sbusiness strategy and oversees its implementation. Subject to the powers expressly assigned to the General Meetings and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles matters concerning it through its deliberations. In addition, it performs any audits or controls it deems necessary. In accordance with the provisions of the French Insurance Code, the duties of Chairman and Chief Executive Officer are separated. Executive duties are therefore entrusted to a CEO who is not a Board member. Responsibilities of the Chairman 3.1.1.5 of the Board of Directors The Chairman of the Board of Directors will organise and lead the work of the Board of Directors, on which he reports to the General Meeting. He will ensure the proper functioning of the corporate bodies and, in particular, will ensure that the Directors are capable of fulfillingtheir duties. Authority Reserved for the Board 3.1.1.6 of Directors Under the bylaws of the Company, some operations must be subject to priorapprovalby the Board: amendment of the reinsurance agreement and the agreement ❯ defining the security and solidarity mechanisms with the member mutuals (a presentation of these agreements is provided in Note 44 – Related Parties of the consolidated accounts); issues of securities of any kind as well as issues and ❯ redemptions of mutualcertificates; any significant operations that may affect the Group’s strategy ❯ and its scope of activities; the methods for implementingthe solidarity plan pursuant to the ❯ agreement onsecurity andsolidarity plans; termination of the agreement defining the security and solidarity ❯ mechanisms atthe initiativeof Groupama Assurances Mutuelles. The decision to terminate the reinsurance agreement at the initiative of Groupama Assurances Mutuelles must be made by a two-thirds majority of themembers. Certain operations are also subject to approval by the Board of Directors if they exceed a unit amount set by the Board of Directors. The unit amount of operations beyond which the Chief Executive Officer and/or the Deputy Chief ExecutiveOfficer must obtain prior authorisation from the Board of Directors, which has remained unchanged since it was set by the Board of Directors at its meeting on15 November 2011, is as follows: above €100 million per security and in total consolidated ❯ holdings of GroupamaAssurancesMutuelles, excluding buy/sell transactions:purchase (includingby way of capital increase) any shares; above €100 million: dispose of any entities or company ❯ securities;

above €20 million: purchase any entities or company securities ❯ endowing it with at least a blocking minority by any means (purchase, contribution, exchange, etc.); above €50 million:take out any loans, excludingcash operations ❯ conducted with companies that have equity ties to Groupama AssurancesMutuelles,either directly orindirectly; above €25 million: buy, sell or exchange any insurance ❯ investment or operating real estate assets (properties and shares orshares in real estate companies); above €10 million: grant any pledges on corporate property. ❯ In addition, at its 15 December 2011 meeting, the Board of Directors of Groupama SA resolved not to set an authorisation threshold on the disposal of shares; however, it has been stipulated in this instance that for transactions in excess of €400 million, the Executive Management undertakes to solicit the consent of the Chairman and two members of the Audit and Risk Management Committee. Code of Corporate Governance 3.1.1.7 Although Groupama SA is an unlisted company, it applied the Code of Corporate Governance in force in France resulting from the AFEP-MEDEF recommendations. However, it did not apply some of its recommendations mainly because of the closed structure of its capital, which was nearly 100% owned directly and indirectly by the Groupama regional agricultural mutual insurance and reinsurance mutuals. Despite its transformation into a mutual insurance company,GroupamaAssurancesMutuellescontinuesto refer to the Afep/Medef corporate governance code, revised in June 2018. Its transformation reinforces the relevance of the non-application ofsome of the Code's recommendations.Themain exemptions from the recommendations from the Code of Corporate Governance in force are as follows: the duration of the term of office of Directors appointed by the ❯ General Meeting of the shareholders is not 4 years but 6; given the current situation, Groupama considers the maximum term provided bylaw to bemost appropriatefor its structure; since its conversion into an agricultural reinsurance mutual, ❯ which is a special form of mutual insurance company, the provisions relating to diversity on Boards of Directors no longer apply to it. However, the Company, which had 30.76% female Directors as of 31 December 2018, has a goal of at least 40% female Directors in the long term. To do this, the Company has taken incentive measures to ensure that a greater proportion of women are represented in the mutual insurance pyramid, starting from the local level, then the regional level, and reaching the national level where the composition of the Board of Directorsof Groupama Assurances is based; the number of Independent Directors represents only 30.8% of ❯ the total number of Directors making up the Board of Directors (excluding Directors elected by the employees) and not one third, the percentage recommended for companies having a controlling shareholder. However, this proportion is in line with the provisions of the new Article R. 322-120-3 of the French InsuranceCode resulting from Decree 2017-206 of 20 February 2017 applicable to the Groupama central body, which provides that its Board of Directors must have four Independent Directors. The number of Independent Directors was therefore increased to four by the General Meeting of 28 June 2017 with the appointmentof Ada Di Marzo;

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES