GROUPAMA / 2018 Registration document

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

3.3.2

COMPENSATION AND BENEFITS PAID TO CORPORATE SECRETARIES

Compensation 3.3.2.1 Chairman (a)

identical to that of his predecessors.It is a defined-contribution retirement scheme; the Company is responsible for a social security expenseof 20% oncontributions. The gross annual amount of the estimated pension at 31 December 2018is appropriately 7thousands ofeuros. Since 2012, at which time it was reducedby 10% at the request of the incumbent Chairman, the compensation package has remainedunchanged.

The compensation package due to the Chairman of Groupama Assurances Mutuelles is set by the Board of Directors on the recommendation of the Compensation and Appointments Committee.It comprises: gross annual compensation paidmonthly overtwelve months; ❯ rights to replacement income at the time of his departure ❯ representing 13.6% of his gross annual compensation, a plan

Summary table of compensation, options and shares awarded (figures in euros) ı

Jean-Yves Dagès (Chairman of the Board of Directors)

FY 2018

FY 2017

Compensation due forthe fiscalyear(detailedin thefollowing table)

294,460

294,451

Value of options awarded during the fiscalyear

Notapplicable

Notapplicable

Value of restricted equities awarded during the fiscalyear

Notapplicable

Notapplicable

Value of other long-term compensation plans

See § 3.4.2.8

See § 3.4.2.8

TOTAL

294,460

294,451

Summary table of compensation (figures in euros) ı

FY 2018

FY 2017

Jean-Yves Dagès (Chairman of the Board of Directors)

Amounts due

Amounts paid

Amounts due

Amounts paid

Fixed compensation

259,200

259,200

259,200

259,200

Variable compensation

Notapplicable

Notapplicable

Notapplicable

Notapplicable

Extraordinary compensation

Notapplicable

Notapplicable

Notapplicable

Notapplicable

Directors’ fees

Notapplicable

Notapplicable

Notapplicable

Notapplicable

Benefits in kind (1)

35,260

35,260

35,251

35,251

TOTAL

294,460

294,460

294,451

294,451

The 2018 amount corresponds to the retirement contribution (€35,260). (1)

ChiefExecutive Officer (b) The Chief Executive Officer receives fixed annual compensation in twelve equal instalments and variable compensation paid at the beginningof the following year. Note that the 2018 variable compensationfor the Chief Executive Officer is calculatedin relation to a target figure (100% of the fixed compensation) from quantitative criteria (60%) based on the achievementof key performanceindicators(Francepremiumincome in individual and group health and protection insurance, Group non-life insurancecombinedratio, economicoperatingincome),and two qualitative criteria (40%) related to the Group’s strategy. The quantitativecriteria, qualitative criteria and amounts are set by the Company’s Board of Directors on the recommendation of the Compensation andAppointments Committee.

With effect from 2017, a new multi-year performance plan over three years hasbeen implemented forthe period 2017–2019. This involves a multi-year variable compensation package of a maximum amount equal to 75% of the fixed compensation received by the corporate officer, determined on the basis of predefined quantitativetargets. Each year, if the targets are met, one third of the compensation packagewill be reserved;this sharewill only be paidout at the end of the three-yearperiodif performance, reviewed each year, is achieved. The compensation is paid in full when all the targets have been achieved for each of the three years. It is also paid in full when the targets are achieved at the end of the three-year period without having necessarilyachieved the targets in previous years since the period-end targetsare achieved.

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

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