GROUPAMA / 2018 Registration document

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

History of stock subscription or purchase option awards 3.3.2.6 Not applicable.

History of allocations of bonus shares 3.3.2.7 Not applicable.

Summary of multi-year variable compensation of each executive officer 3.3.2.8

Name and function of the executive officer

FY 2018

 FY 2017

FY 2016

Jean-YvesDagès Chairmanof the Boardof Directors

Not applicable

 Not applicable

Not applicable

ThierryMartel Chief ExecutiveOfficer

No payment duringthe fiscal year

 paymentmade in 2017  under the 2014–2016  performance plan:  223,275

No payment duringthe fiscal year

Summary of the status of the Corporate Secretaries 3.3.2.9

Compensation or benefits due or likely to be due as a result of termination or change of functions

Compensation relating to non-competition clause

Supplementary pension scheme

Employment Contract

Corporate Secretaries

Yes

No

Yes

No

Yes

No

Yes

No

Jean-YvesDagès Chairmanof the Boardof Directors Start date ofterm ofoffice: 14 December2012 End date of termof office: 2021 Thierry Martel Chief ExecutiveOfficer Start date ofterm ofoffice: 24 October2011 End date of termof office: 2021

X

X 

X 

X

X (1)

X 

X 

X

Employment contract suspended because of the Chief Executive Officer’s service as an employee before his appointment for 21 years. (1)

3.3.3

MEMBERS OF THE STEERING COMMITTEE

Compensation 3.3.3.1 The other members of the Steering Committee receive fixed compensationand variable compensation,the latter based on the achievement of predefinedobjectives.

Note that the Steering Committee had 15 members as of the end of 2018, not including the Chief Executive Officer, whose compensation components are indicated in section 3.3.2.1(b).

Year 2018

Year 2017

Gross amount paid during the year

Gross amount paid during the year

(figures in euros)

Members of the Steering Committee (1)

5,845,439

4,683,295

Average number of members during theyear

14

11

The amount indicated for the members of the Steering Committee includes fixed compensation, variable compensation and various benefits (1) (healthcare cover and, for some members, company car, housing).

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REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES