GROUPAMA / 2018 Registration document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL DELEGATIONS OF AUTHORITY AND POWERS

DELEGATIONS OF AUTHORITY AND POWERS 3.2 Since its conversion into a national agriculturalreinsurancemutual, a form of companywithout capital, the GroupamaSA shares have been cancelled.

Consequently,the delegations of authority and powers valid as of the day ofthe conversionhave ended. As a reminder, these delegations were the following:

Duration of the authorisation

Maximum nominal amount of capital increase

Securities

Resolutions

Expiry

Issue with preferential subscription right (capital increase, all securities combined) Issue without preferential subscription right of shares or securities giving access to the capital in order to compensate contributions in kind

€1.1 billion to be charged againstthe totalamount of capital increases authorisedby theGeneralMeeting, i.e. €1.1 billion

9 th Resolution GM of 7 June 2016

26 months August 2018

15 th Resolution GM of 28 June 2017 16 th Resolution GM of 28 June 2017 12 th , 13 th and14 th Resolutions GM of 28 June 2017 17 th Resolution GM of 28 June 2017

26 months August 2019

10% of theshare capital

Capital increase by capitalisation of premiums, reserves, profits, etc.

26 months August 2019

€400 million

Issue without preferential subscription right of shares or securities giving access to the capital in order to compensate contributions in kind Capital increase reserved foremployees whoare members of an employee savings plan

€1.1 billion to be charged againstthe totalamount of capital increases authorised by theGeneralMeeting, i.e. €1.1 billion

18 months December 2018

26 months August 2019

€150 million

COMPENSATION PAID TO AND EQUITY INTERESTS 3.3 OWNED BY DIRECTORS

In accordance with the recommendations of the Code of Corporate Governance for listed companies revised in June 2018, calculationof the compensationdue to corporatesecretaries is the responsibility of the Board of Directors and is based on the proposals ofthe Compensation andAppointments Committee. Items contributing to the compensation of each Corporate Secretary are reported in accordance with the standardised presentation format recommended by the Code of Corporate Governance.

general responsibilities comprise a fixed portion and a variable portion, paid in accordance with their attendance. Participation in the work of the Board’s committees also gives rise to payment of fixed andvariable Directors’ fees. These Directors’ fees arepaid quarterly. For fiscal year 2018, as part of the global package maintained at €980,000, the distribution between fixed and variable amounts is as follows: for participationin the Board of Directors:€22,050for the annual ❯ fixed portion and €2,745 per session for the variable portion paid based on attendance; for participation in the Board’s specialised committees: €4,590 ❯ for the annual fixed portion per committee and €2,745 per meeting forthe variable portionpaid based on attendance. A 50% reduction is applied to Directors’ fees paid for additional exceptional meetings of the Board of Directors or the specialised committees attended remotely, i.e. €1,372.50 per meeting, keeping in mind that no compensation is provided in the event of remote participation in meetings of the Board of Directors and the committees scheduled in advanceon the annual calendar.

3.3.1

COMPENSATION AND BENEFITS PAID TO THE DIRECTORS OF THE BOARD OF GROUPAMA ASSURANCES MUTUELLES

Until 7 June 2018, the date of the change of Company’scorporate form, 11 Directors representing the majority shareholder and 4 Independent Directors received attendance fees, except the Chairman of the Board, who receives compensationfor his duties, and the Directorselected by theemployees. Directors’ fees received by each Director for participating in the work of the Board of Directors and as compensation for their

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES