GROUPAMA / 2018 Registration document

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

The table below summarisesthe gross amounts paid to Directors for 2018 overall (before and after the conversion into a mutual insurance company).

Summary of allowances, compensation, and Directors’ fees paid in 2018 ı (Gross amounts, in euros)

Directors’ fees before conversion

Allowances, compensation, and Directors’ fees after conversion

Members of the Board of Directors

Total 2018

Total 2017

Monique Aravecchia

31,538

-

31,538

11,003

3

Michel Baylet

62,829

68,021

130,850

105,233

Isabelle Bordry

42,909

40,122

83,031

58,208

Marilyn Brossat

31,538

-

31,538

8,258

Thierry Chaudon

-

-

-

-

DanielCollay

60,084

68,158

128,242

103,860

Jean-Pierre Constant

10,899

67,058

77,957

-

Amaury Cornut-Chauvinc

48,600

3,575

52,175

107,978

AdaDi Marzo

48,399

37,056

85,455

14,895

Marie-Ange Dubost

62,829

70,633

133,462

110,723

CarolineGrégoire Sainte Marie

62,516

50,958

113,474

84,758

Michel L’Hostis

60,084

70,358

130,442

102,488

Jean-LouisPivard

65,574

66,233

131,807

110,723

Laurent Poupart

62,829

71,183

134,012

107,978

Bruno Rostain

48,399

45,612

94,011

66,443

Liouba Ryjenkova

-

-

-

-

François Schmitt

70,629

78,283

148,912

125,978

Groupama regional mutuals

151,830

348,300

500,130

398,520

TOTAL

921,486

1,085,550

2,007,036

1,517,046

In addition, the Board of Directors of Groupama Assurances Mutuelles has granted the possibility to allocate allowances and expense reimbursements to members of the Mutual Insurance Advisory Board, with an annual amount fixed at €600,000 by the General Meeting of 7 June2018. With regard to members of the Mutual Insurance Advisory Board, at its meetingof 7 June,the Board of Directorsfixed: the amount of the monthly allowances paid to members of the ❯ Mutual Insurance Advisory Board at €3,000 for time spent in meetings inside the Group. For meetings outside the Group and meetings of the Boards of foreign subsidiaries,held outside the internal meeting days, a flat-rate allowance of €275 per day is granted. In certain cases of absence, the monthly flat-rate allowances arereduced; for other members of the Mutual Insurance Advisory Board, a ❯ flat-rate allowance of €275 per day is granted for their attendance atmeetingsrelated to theirduties. In 2018, the allowances and expense reimbursements for members of the Mutual Insurance Advisory Board totalled €257,633 grossand €20,173respectively.

The General Meeting of 7 June 2018 adopted a resolution concerning retirement benefits for Directors representing member mutuals andmembers ofthe MutualInsuranceAdvisoryBoard by: authorising the Board of Directors to continue, under terms and ❯ conditions that it deems appropriate, the Chairman death benefits (IVP) scheme administered until now by Fédération Nationale Groupama for former regional chairmen and national Directors of the Group and to extend the benefit to Directors representing member mutuals and members of the Mutual InsuranceAdvisory Board; deciding to fix the maximum amount of funding that can be ❯ allocated annually to these retirementbenefits by the Groupama national reinsurance mutualat €980,000. In 2018, Groupama Assurances Mutuelles paid €830,587 for this purpose.

57 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES