GROUPAMA / 2018 Registration document

CORPORATE GOVERNANCE AND INTERNAL CONTROL STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

STATUTORY AUDITORS’ SPECIAL REPORT 3.8 ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

T his is a free translation into English of the statutory auditors’ special report on related-party agreements and commitments issued in French, and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed inaccordancewith, French lawand professional auditing standards applicable inFrance.

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(Year ended 31 December 2018)

PricewaterhouseCoopers Audit 63, rue de Villiers 92208 Neuilly-sur-Seine Cedex

Mazars Tour Exaltis 61, rue Henri Régnault 92400 Courbevoie

Dear Members, In our capacity as statutory auditors of the annual financial statements of the Caisse Nationale de Réassurance Mutuelle Agricole Groupama, we herebypresent our report on regulated agreements andcommitments. It is our responsibilityto communicateto you, based on informationthat has been given to us, the characteristicsand the essential terms, of the agreementsand commitmentsbrought to our attentionor discoveredin connectionwith our mission, without needing to rule on their usefulness andtheir legitimacyor research theexistence of other agreements and commitments. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. Agreements and commitments subject to the approval ofthe General Meeting (a) Agreements and commitments authorised during the past fiscal year Pursuant to Article R. 322-57of the French InsuranceCode, we were informed of the following agreementsand commitmentsauthorised by your Board ofDirectors. AGREEMENTFORA SECURITYANDSOLIDARITYSYSTEM On 15 March 2018, the Board of Directors approved, successively regional mutual by regional mutual, the amendments made to the agreement on security and solidarity plans after the transformation of Groupama SA into Caisse Nationale de Réassurance Mutuelle Agricole Groupamain order to: formally revisethe provisionsof this agreement mentioningGroupamaSA with provisionsmentioning GroupamaAssurances Mutuelles; ❯ replace the provision relating to Groupama SA’sfinancial support by the regional mutuals providingsupport in the form of a subscription ❯ to a capital increase witha subscriptionto an issue of mutual certificates. Directors concerned: Ms Aravecchia, Mr Baylet, Ms Brossat, Mr Collay, Mr Cornut-Chauvinc,Mr Dagès, Ms Dubost, Mr L’Hostis, Mr Pivard, Mr Poupart, Mr Schmitt. FINANCINGOFMAJORGROUPPROGRAMMES As part of the financing of the major programmes for 2019, the Board of Directors, on 13 December 2018, authorised the allocation of grants to the regional mutuals in order to support the development of the banking business (Orange Bank) for a maximum amount of €4.5 million netof corporate incometax (at constant tax rate) andto share inthe cost of issuingmutual certificatesin 2019 for €25 million. Each of these grants was successivelyauthorisedby the Board of Directorswithout the Chairman of the fund concernedby the allocation of a grant participating in thevote. Directorsconcerned:Mr Baylet, Mr Collay,Mr Constant,Mr Dagès, MsDubost, Mr L’Hostis, Mr Pivard,Mr Poupart,Mr Schmitt.

73 REGISTRATION DOCUMENT 2018 - GROUPAMA ASSURANCES MUTUELLES

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