GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DISCLOSURES ON CORPORATE GOVERNANCE

an update on the implementation of the internal model data ■ quality actionplan, the actuarialfunction report, ■ the first-time review of the ORSA written policy and the ■ revision of certain written policies submitted to the Board of Directors for approval; the committee validated the general principles of the recovery ❯ plan; the committee reviewed the anti-corruption action plan drawn ❯ up by the Company and the Group under the “Sapin II” law and the monitoring of the handling of complaints and provided an update on the implementation of the Insurance Distribution Directive. Follow-up of the statutory auditors’ responsibilities the Committee reviewed the budget for statutory auditor’s fees ❯ with respect to fiscal year 2017; the statutory auditors presented to the Audit and Risk ❯ Management Committee their 2018 strategic audit plan, which describes their responsibilities, the areas of particular attention and their audit approachin response tothe risks; the committeeexpressedits opinion on renewingthe term of the ❯ statutory auditor ofa subsidiary; it is further noted that at every meeting, the Committee heard ❯ the statutoryauditorswithout the managementbeing present. Follow-up on certain financial transactions or projects the Committeewas consultedon the issue of subordinateddebt ❯ and on the adjustment of certain asset risk limits and reviewed property transactionplans; the Committee validated the action plan on the marketing of ❯ mutual certificates; the Committee was informed about the renewal of the annual ❯ authorisationfor the Company to issue bonds, the authorisation to use forward financial instruments to hedge the portfolio against equity, real estate and currency risks and the renewal of the annual authorisation given to the Executive Management regarding endorsements, securities and guarantees. Finally, the Committeealso defined its programme of work. Compensation and Appointments 3.1.2.2 Committee Membership (a) The Compensation and Appointments Committee is made up of 4 members, including: 3 Directors representing the regional mutuals: Michel Baylet, ❯ Chairman of the Groupama Centre-Atlantique regional mutual, Marie-AngeDubost, Chairmanof the GroupamaCentreManche regional mutual, and Michel L’Hostis, Chairman of the Groupama Loire Bretagne regional mutual; 1 Independent Director: Caroline Grégoire Sainte Marie, ❯ Chairman of theCommittee. The Chairman of Groupama Assurances Mutuelles and the CEO do not participate in the Committee’swork. The General Secretary

of Groupama Assurances Mutuelles, who performs the duties of secretary of the Committee, provides ongoing assistance in the Committee’s work. Responsibilities (b) The responsibilities of the Compensation and Appointments Committee,which are included in the internal bylaws of the Board of Directorsof GroupamaAssurancesMutuelles, are listedbelow: 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; 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 studies on potential candidates before any measure hasbeen taken withregard tothem; 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 tasks involving evaluation of the Board of Directors’ ❯ operating methods annually and to communicate the conclusions ofthese tasks to the Board ofDirectors. Activity in2018 (c) During fiscal year 2018, the Compensation and Appointments Committee meet on four occasions: 7 March, 25 April, 18 October, and 5 December. Each time, the Committee presented a report on its activities to the Board of Directors. The attendance rate was 100%. In 2018, the work of the Committeefocused on the followingmain topics: Status and compensation of corporate officers the Committeeproposed a review of the variable compensation ❯ for 2017 for the Chief ExecutiveOfficer and examined the result of the first year of the 2017–2019 multi-year performance plan; it examined Groupama SA’s draft registration document and ❯ managementreport for 2017 on compensationfor Directorsand officers and corporate governance as well as the 2017 compensation components subject to a vote by the shareholders; it also reviewed the principles and criteria for determining, distributing, and allocating the compensation components of Directors and officers for 2018 subject to the shareholders’vote pursuant to Article L. 225-35-2of the French CommercialCode;

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES