GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Initial capital (Article 10) 8.1.2.10 The nationalmutual’sinitial capital isset at €3,617,878,996.80. This capital was funded by the issue of 411,824,587 mutual certificates with a par value of €8.785 each, resulting from the conversion,pursuantto law no 2016-1691of 9 December2016, of the shares held by the member mutuals in the company when it had theformof a public limited company. Resources/Uses (Article 11) 8.1.2.11 The nationalmutual’sresources consist of: ordinary resources: reinsurance contributions, investment ● income, reinsurers’payments; extraordinary resources: mutual certificates, loans, as well as ● donations, bequests and subsidiesof any kind. The nationalmutual’sexpensesconsist of: its sharein paymentsof claims; ● payments to reinsurers; ● its share in the allowancesfor technicalreservesfor currentrisks, ● claims payable, current annuities and miscellaneous items, established in accordancewith the regulationsin force; Mutual certificates (Article 12) 8.1.2.12 The national mutual may issue mutual certificates only to member mutualsunder the conditionsprovidedfor by the laws in force. The mutual certificateshave no physical form. They are recorded in registeredform in a register and in a securitiesaccount held by the nationalmutual or on itsbehalf by an authorisedintermediary. Ownership of the mutual certificate is established by entry in the certificateaccount in thename of the holder. The mutual certificateholder has no obligationto pay the corporate liabilities beyond the amount of the mutual certificates subscribed and only in case of liquidationof the national mutual as mentioned in Article 32 below. Loans (Article 13) 8.1.2.13 The national mutual may issue loans, bonds, participating shares and subordinated instruments under the conditions of the laws in force. Annual financial statements– 8.1.2.14 Appropriation of earnings (Article 14) The fiscal year will have a durationof twelvemonths.It will begin on 1 January andend on 31 Decemberof each year. At the close of each fiscal year, the Board of Directorsshall prepare a management report consistent with the provisions of Article L. 322-26-2-4of the French InsuranceCode. The income statement summarisingrevenue and expenses for the year will show, by difference, the profit or loss for the year, after deducting amortisation,depreciation, andprovisions. After deductions to establish the mandatory provisions and reserves required by the regulations in force have been made, the management fees; ● interest on loans. ●

General Meeting may, on the proposal of the Board of Directors, appropriatethe available balance of the earnings of the fiscal year, plus any positiveretainedearnings,as follows: appropriation, within the limits set by law, to compensation of ● mutual certificates; appropriationto any existingor new reservesaccountor retained ● earnings; distribution ofannual surplusesamong the member mutuals. ● Board of Directors (Article 15) 8.1.2.15 Membership of the Board of Directors (a) The national mutual is administeredby a Board of Directors made up of two categories of Directors: Directors electedby the Ordinary General Meeting: ● nine (9) natural persons representing the member mutuals ● having the position of Chairman of the Board of Directors of their mutual, at least four (4) but no more than five (5) natural persons ● elected for their qualificationson the proposal of the Board of Directors,who have not servedas a Directoror memberof the Supervisory Board within a company or mutual falling within the Group’s scope of consolidationor been employedby one of these companies or mutuals during thelast five fiscal years. The Directorsare appointedby the OrdinaryGeneral Meeting for a term of office of six (6) years. Their duties will end followingthe Ordinary General Meeting having approved the corporate financialstatementsfor the fiscal year just ended,held in the year when the Director’s termof office expires. Directors may be re-elected. Where Directors representing a member mutual who lose the status of Chairmanof the Board of Directorsof their mutual, their term of office as Director of the national mutual shall automatically cease. In the event of a vacancy of one or more member seats on the Board of Directors due to death, resignation,or terminationof a term of office, particularly following a decision of opposition by the French Prudential Supervision and Resolution Authority (ACPR), the Board may make provisionalappointmentsbetween two General Meetings. A Director appointed to replace another shall only exercise his/her duties during the remaining term of office of his/her predecessor.Appointmentsmade by the Board of Directors by virtue of the preceding paragraph are subject to ratification by the next Ordinary General Meeting. If the appointmentsare not ratified, the deliberations and actions previously completed by the Boardshall remainvalid; Directors elected by the salaried staff of the national mutual ● pursuant to Article L. 322-26-2 of the French InsuranceCode The status and methodsof election of these Directorsare set by Articles L. 225-28, L. 229 (first paragraph) and L. 225-30 to L. 225-34 of the French CommercialCode, as well as by these bylaws. They are two (2) in number, including one management representative. They areappointedfor four (4)years. They may be re-elected.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES