GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Sections 3.1.to 3.3. belowconstitutethe corporategovernancereport. This report, whichwas approvedby the GroupamaAssurances Mutuelles Board of Directors in its meeting of 12 March 2020, is based on the information compiled under the authority of the GroupamaAssurancesMutuelles ExecutiveManagement.It describes the corporate governanceof GroupamaAssurancesMutuelles and therules used to determine thecompensationand benefitsof any kindgranted to corporate officers.

3.1

DISCLOSURES ON CORPORATE GOVERNANCE

Pursuant to Article 52 of the French law on transparency,the fight against corruption, and the modernisation of economic life (“Sapin 2 law”) published on 10 December 2016, Groupama SA, the central body of the network formed by agricultural mutual insurance and reinsurance companies or mutuals, changed its corporate form from a public limited company to a national agriculturalreinsurancemutual on 7 June 2018, having the special form of mutual insurancecompany(SAM) like the regional mutuals. It also updated its corporate purpose and changed its name to “Caisse Nationalede RéassuranceMutuelleAgricoleGroupama”or, more commonly,“Groupama Assurances Mutuelles”. Membership 3.1.1.1 Groupama AssurancesMutuelles (“the Company”) is administered by a Board of Directors made upof 15 members,including: 13 Directors appointedby the OrdinaryGeneralMeeting: ● 9 naturalpersonsrepresentingthe membermutualshavingthe ● position of Chairman of the Board of Directors of theirmutual, 4 Directorselected for their qualificationswho have the status ● of IndependentDirectorsas defined by the AFEP-MEDEFtask force and in the internal bylaws of the Board of Directors (see appendix 4 of section 8.1.3.4); 2 Directorselectedby Companyemployees. ● During fiscal year 2019, its membershipwas modified following the co-optation of Walter Guintard on 28 May 2019 to replace Michel Baylet. The ratification of his appointment occurred during the General Meeting on 14 June 2019. BOARD OF DIRECTORS 3.1.1

As of 31 December 2019, the membership of the Board of Directors was as follows: Chairman: Jean-Yves Dagès ● Vice-Chairman: Jean-Louis Pivard ● Directors: Representingthe member mutuals: Daniel Collay ●

Jean-PierreConstant ● Marie-AngeDubost ● Walter Guintard  (1) ●

Michel L’Hostis ● LaurentPoupart ● François Schmitt ● Chosenfor their qualifications: Isabelle Bordry ● Ada Di Marzo ● Caroline Grégoire SainteMarie ● Bruno Rostain ● Employee representatives:

Thierry Chaudon ● LioubaRyjenkova ● Representing theSocial andEconomicCommittee: CatherineGuibert ● Secretaryof the Board: CécileDaubignard ● The average age of the Directors is 57.

The General Meeting of Groupama Assurances Mutuelles did not use the authority provided for in Article 21of the bylaws to appoint non-voting Directors.

During the meeting of 28 May 2019, the Board of Directors appointed Walter Guintard to replace Michel Baylet. His appointment was ratified by the General (1) Meeting of 14 June 2019.

30 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES