GROUPAMA / 2019 Universal Registration Document

6 EARNINGS AND FINANCIAL POSITION Characteristics of the mutual certificates and remuneration policy

6.3

CHARACTERISTICS OF THE MUTUAL CERTIFICATES

AND REMUNERATION POLICY

6.3.1

LEGAL REGIME FOR MUTUAL

6.3.2

CHARACTERISTICS OF THE MUTUAL CERTIFICATES ISSUED BY GROUPAMA ASSURANCES MUTUELLES

CERTIFICATES

The mutual certificates,governedby Articles L. 322-26-8 et seq. of the French Insurance Code, are perpetual instruments that contribute to the initial capital of the issuing mutual insurance companies(SAM). They may be issued by an SAMto its members, to the members or policyholders of companies of the Group to which the SAM belongs,or to other SAMs. Mutual certificatesare entitled to remunerationfixed annually at the General Meeting approving the financial statements. This remunerationis not guaranteed.Under the regulations, it depends on the resultof the issuing SAM,and its amount iscapped. Mutual certificates may be redeemed only by their issuer and at their nominalvalue. Lastly, mutual certificates do not confer any voting rights at the GeneralMeetingof the issuing SAM.It is the status of memberthat gives a voting right, in keeping with the mutualist principle of “one person,one vote”. The mutual certificateholder has no obligationto pay the corporate liabilities beyond the amount of the mutual certificates subscribed and only in case of liquidation of the issuing SAM.

On the day of its conversion, Groupama Assurances Mutuelles issued 411,824,587 mutual certificates, contributing to the initial capital for a total of €3,617,878,996.80.These mutual certificates were distributed among the 13 member mutuals, based on the number of Groupama SA shares that they held at the time of conversion. Their nominal value is€8.785.

6.3.3

REMUNERATION POLICY

Article R. 322-80-2 of the French Insurance Code sets the maximumshare of the results of the last fiscal yearclosed and the previous fiscal years likely to be allocated annually to the remunerationof mutual certificatesat 10% of the sum of the results of the last three closed fiscal years. However, if, by application of this rule, the mutual certificates cannot be remunerated although the result of the past closed fiscal year is positive, the maximum share of the results that can be allocated for the remunerationof certificates is equal to 25% of the result of the last closed fiscal year. Compensation of €14 million will be proposed to the General Meeting, which is identical to the amount paid in 2019 for fiscal year 2018.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES