GROUPAMA / 2018 Registration document

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

Elements of the compensation due or allocated for the fiscal year now ended that are or were the subject of a vote by the General Meeting under the procedure for regulated agreements and commitments

Amounts subject to vote

Comments

Severancepay

Not applicable

Non-competitioncompensation

Not applicable

Supplementary pension scheme

35,260

Defined-benefits pension scheme authorised by theBoardof Directors on 14 December2012 and confirmed on 19 February 2014. The amount indicated corresponds to the contributions (13.6% ofgross compensation) paid by theCompanyin the previousyear.

Componentsof the compensation due or allocated forfiscal year2018 toThierryMartel, (b) Chief Executive Officer, subjecto a voteby the delegates It is also proposed that the General Meeting of 14 June 2019 vote in favour of the following components of the compensation due or allocatedto ThierryMartel, ChiefExecutive Officer, for fiscalyear 2018.

Amounts or book value subject to vote (in euros)

Compensation elements due or awarded during the fiscal year now ended

Comments

Fixed compensation

660,000

Annual gross compensation approvedby themeeting ofthe Board of Directors heldon 30 July2015 asfrom 18 June 2015 Given thequantitative and qualitative criteriaapprovedby the Boardand the achievementsrecorded asat 31 December2018,the amount ofthe variable portion was determinedat the meetingof the Boardof Directors held on 14 March 2019 basedon recommendationsfrom the Compensation and Appointments Committee on the basis of the following quantitative criteria (France premium income in individualand grouphealth and protectioninsurance,Groupnon-life insurance combined ratio, economicoperating income)and two qualitative criteria relatedto the Group’sstrategy. With effect from2017, a multi-year performanceplan has been established for the period2017–2019,the maximumamount ofwhich is equal to75% of the fixed compensationcomponent. This compensation isubjectto performanceconditionsdetermined on thebasis of predefined quantitative objectives. Each year, if the targetsare met, onethird ofthe compensation package will be reserved;this share willonly be paidout at the end ofthe three-year period if performance, reviewedeach year, is achieved. In order to be paid the reserved amount,there isa presence condition byvirtue of which the officer must stillbe effective in thefunctionat the end ofthe three-year period. The criteriaused to measurethe achievement ofthe targets setfor each year: the refinancingrate spreadand a criterionrelatedto the Group’s digital strategy. Like all thecorporateofficers ofthe Company, ThierryMartel hasno stock options, restrictedstock, or anyother long-term compensation components.

Annual variable compensation

489,157

Multi-year variable compensation

Valuedat 82,500

Stock options, restricted stock, and any other long-term compensation components

Not applicable

Director’sfees

Not applicable

ThierryMartel does not receive Directors’ fees.

Value of benefitsof any kind

47,367

Companycar benefit in kind,protection and healthcare and socialinsurance cover for company senior executives and Managers.

62 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES