GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL COMPENSATION PAID TO AND EQUITY INTERESTS OWNED BY DIRECTORS

Under these circumstances, and given the attendance of the Directors in 2018, the variable portion of the Directors’fees paid by the Company tied to the attendance record outweighs the fixed portion.

Moreover, in 2018 certain Directors received attendance fees as members of the Board of Directors of the holding company, Groupama Holding, which was taken over by Groupama SA on 7 June 2018 prior to its conversion. Details of these fees are summarisedin the followingtable.

Table of Directors’ fees from 1 January to 6 June 2018 (figures in euros) ı (Gross amountsbefore tax levyand social securitycontributions*)

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Directors’ fees paid in 2018

Directors’ fees paid in 2017

By Groupama SA (1)

By Groupama Holding (1)

By Groupama SA

By Groupama Holding

Members of the Board of Directors

Total

Total

MoniqueAravecchia (appointed 28 June 2017 until7 June2018)

31,538

-

31,538

11,003

-

11,003

Michel Baylet

45,654

17,175

62,829

60,953

44,280

105,233

Isabelle Bordry (3)

42,909

-

42,909

58,208

-

58,208

Marilyn Brossat (appointed 28 June 2017 until7 June2018)

31,538

-

31,538

8,258

-

8,258

Thierry Chaudon (2)

-

-

-

-

-

-

DanielCollay

42,909

17,175

60,084

59,580

44,280

103,860

Jean-Pierre Constant (appointed 3 May2018) Amaury Cornut-Chauvinc (until 26 April 2018) AdaDi Marzo (3) (appointed 28 June 2017)

10,899

-

10,899

-

-

-

34,755

13,845

48,600

63,698

44,280

107,978

48,399

-

48,399

14,895

-

14,895

Marie-Ange Dubost

45,654

17,175

62,829

66,443

44,280

110,723

CarolineGrégoire Sainte Marie (3)

62,516

-

62,516

84,758

-

84,758

Michel L’Hostis

42,909

17,175

60,084

58,208

44,280

102,488

Jean-LouisPivard

48,399

17,175

65,574

66,443

44,280

110,723

Laurent Poupart

45,654

17,175

62,829

63,698

44,280

107,978

Bruno Rostain (3)

48,399

-

48,399

66,443

-

66,443

Liouba Ryjenkova (2)

-

-

-

-

-

-

François Schmitt

45,654

24,975

70,629

63,698

62,280

125,978

Groupama regional mutuals (4)

151,830

151,830

398,520

398,520

TOTAL

627,786

293,700

921,486

746,286

770,760 1,517,046

Gross Amounts before 12.8% tax levy and 17.2% social security contributions. * Some of Groupama SA’s attendance fees were paid after the conversion. Similarly, part of Groupama Holding’s attendance fees were paid after the (1) merger. Directors employed for a period of four years; they do not receive compensation for their term of office. (2) Independent Directors appointed by the General Meeting for a period of six years. (3) Directors’ fees for Directors who are Chief Executive Officers of regional entities are paid directly to their respective regional mutuals. (4)

Since 7 June 2018, Directors who are representativesof member mutuals of the Board of Directors have received allowances, and, pursuant to Article R. 322-120-3of the French Insurance Code, Independent Directorshave receivedcompensation. The General Meeting of 7 June 2018 decided on the maximum amount of €520,000 that may be allocated annually as allowances and reimbursementof expenses to Directors representingmember mutuals.

On 7 June, the Board of Directors fixed the amount of monthly allowances paid to Directors representingmember mutuals for the time spent in meetings inside the Group at €4,000. For meetings outside the Group and meetings of the Boards of foreign subsidiaries, held outside the internal meeting days, a flat-rate allowanceof €275per day is granted. In certain cases of absence, the monthly flat-rate allowances are reduced.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES