GROUPAMA / 2018 Registration document

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

Pension commitments made for the 3.3.3.2 members of the Steering Committee A defined-benefits scheme (article 39 of the French General Tax Code) was established by an agreement on 26 June 2001 for the members of the Steering Committee; this agreement was amendedby agreementon 22 March2004, then by agreementon 5 December 2005,then by anaddendumon 31 May2017. The benefits under this agreementwere extended to the corporate officers who are members of the Steering Committee, after authorisationby the Board of Directors on 14 December2005 and approval in the General Meeting as part of the regulated agreements on29 June 2006. The members of the Steering Committee may qualify for this system provided they meet the conditions precedent under the agreement. Note that the contract is closed to new entrants starting from 31 May2017. Pursuant to the provisionsof the AFEP-MEDEFCode of Corporate Governance, the following components of the compensation due or allocated for the ended fiscal year to each corporate officer of the Companymust be subject to avote in the GeneralMeeting: the fixedportion; ❯ the variable portion with the performance criteria used to ❯ determine its amount; extraordinary compensation; ❯ stock option, performanceshares, as well as multi-year variable ❯ compensationplans with performancecriteria used to determine these elements of compensation; allowances relatingto takingon or terminating duties; ❯ the supplementalpension scheme; ❯ benefits of any kind. ❯ 3.3.4

Rights are calculated by reference to previous years in the Group in a management position and/or in a position in the Executive Management of GroupamaAssurancesMutuelles. The resulting income may be neither less than 10% of the benchmarksalary defined in the agreement nor more than 30% of the average gross annual compensation for the past 36 months. The basic, additional or supplementaryschemes must not exceed 50% of the gross annual compensationof the beneficiary. Subject to fulfilling all of the aforementionedconditions, the rough estimate as of 31 December 2018 of the annual theoretical pension is approximately €269K for theChief Executive Officer. The management of thescheme is outsourced. The Company is responsiblefor a contributionof 32% on pensions paid. The total liability as at 31 December 2018 was €17,233,450 for members ofthe SteeringCommittee atthat time. It is proposed that the General Meeting of 14 June 2019 cast a vote on the components of the compensationdue or allocated to each corporate officer of the Company for fiscal year 2018, namely: Jean-Yves Dagès, Chairman of the Board of Directors; ❯ ThierryMartel, Chief Executive Officer. ❯ Componentsof the compensation due or (a) allocated for fiscalyear 2018to Jean-Yves Dagès, Chairman of the Board ofDirectors, subject to a vote bythe delegates It is proposed that the General Meeting of 14 June 2019 vote in favour of the following components of the compensation due or allocated to Jean-YvesDagès, Chairman of the Board of Directors for the fiscal yearnow ended.

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COMPENSATION POLICY FOR EXECUTIVE CORPORATE OFFICERS

Compensation elements due or awarded during the fiscal year now ended

Amounts or book value subject to vote

Comments

Fixed compensation

259,200

Annual gross compensation approvedby themeeting ofthe Board of Directors heldon 14 December2012.

Annual variablecompensation

Not applicable

Jean-YvesDagèsreceives no annual variable compensation.

Stock options, restricted stock, and anyother long-termcompensation components

Not applicable

Jean-YvesDagèshas no stockoptions, restrictedstock, or anyother long-term compensation components.

Director’sfees

Not applicable

Jean-YvesDagèsdoes not receiveDirector’s fees.

Value of benefitsof any kind

Not applicable

Jean-YvesDagèsno longerhas a housingbenefit since 1 January 2015.

61 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES