GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Regardless of his/her method of appointment, the duties of a Director will end following the Ordinary General Meeting approving the corporate financial statements for the fiscal year just ended, held in the year when the Director’s termof office expires. The age limit for exercising the duties of Director is set at the sixty-fifth (65 th ) birthday, and a member of the Board of Directors shall be deemed to have officially resigned upon completionof the Ordinary General Meeting in the year of his/her sixty-fifth birthday. Conditions for the election of employee Directors (b) For each vacant seat on the Board, the methodof ballot countingis as providedfor in thelegal provisions. The elections may takeplace overthe Internet. In all cases or for any reason whatsoever, should the number of seats of elected Directors actually filled fall below two before the normal expiry of these Directors’term of office, the vacant seats will remain vacant until such expiry date and until then, the Board of Directors will continue to meet and carryout valid business. Elections are held every four (4) years, such that a second round may be held no later than fifteen days before normal expiry of the term of officeof the outgoing Directors. The date of the 1 st  ballot round must be posted at least six weeks before. The list of voters must be posted at least five weeks before the date of the 1 st  round. The deadlines for other electoral operations,for each ballot round, are as follows: candidates are to file at least four weeks before the balloting ● date; the lists of candidatesare to be postedat least two weeksbefore ● the balloting date; the documentsneeded for voting by mail, where applicable,are ● to be posted at least two weeks before the balloting date. Candidatesor lists of candidatesmay be nominatedeither by one or more representative trade unions, or by one twentieth of the voters or, if their number is greater than two thousand, by one hundred voters. The balloting will be carried out on the same dates on all of the nationalmutual’ssites at the workplaceand during businesshours. Each voting office consists of three voter members,chaired by the eldest of them. They are responsiblefor the successfuloutcomeof the voting activities. Ballots will be counted in the voting office immediately after the close of balloting; the report will be prepared upon completion of the counting. The reports are immediatelytransferredto the headquartersof the national mutual, where an office will be established to consolidate the results with a view to preparing the summary report and announcing the results. Directors elected by employees will assume office during the meeting of the Board of Directors held after the Ordinary General Meeting approving the financial statements for the fiscal year just ended.

The conditions for balloting not defined by Articles L. 225-28, L. 225-29 (first paragraph) and L. 225-30 to L. 225-34 of the French CommercialCode or by these bylaws are set by Executive Management after consultation with the representative trade unions. Organisation and deliberations 8.1.2.16 of the Board (Article 16) Chairman of the Board of Directors (a) The Board of Directors shall elect a Chairman from among its memberson the proposal of the Mutual InsuranceAdvisoryBoard. The Chairman’s term of office is three years but may not exceed his/her termas Director. The Chairman may be re-elected. The Chairman may be granted compensation in an amount determined bythe Boardof Directors. If the acting Chairman reaches the maximum age of 65 years set for his/her term of office as Director, his/her duties will terminate upon completionof the Ordinary General Meeting held in the year of his/her sixty-fifth birthday. The Chairman will organise and lead the work of the Board of Directors, on which the Chairman reports to the General Meeting. The Chairmanwill ensure the successfulfunctioningof the national mutual’s bodies and specifically ensure that the Directors are capable offulfilling their duties. Vice-Chairman (b) The Board of Directors may appoint a natural person from among its members to serve as a Vice-Chairman, whose duties, in the event of the Chairman’s impediment, consist of convening and chairing Boardmeetings, aswell as chairingthe General Meeting. Meetings of the Board of Directors (c) The Board of Directors will meet as often as the national mutual’s interest so requires, whenever convened by the Chairman, at the headquartersor any other location indicated by the noticeto meet. If the Board has not met for more than two months, at least one third of the Board members may ask the Chairman to convene a meetingfor a specificagenda.The Chief ExecutiveOfficer may also ask the Chairman to convene the Board of Directors on a specific agenda. The Chairman is bound by any requests addressed to him/her underthis paragraph. Directors may be convened by letter or byany other means. Under the conditions provided for by law, the internal bylaws may providethat meetingsmay be held by video-conferencingor by any method of telecommunication.Directors who participate in Board meetings by video-conferencing or any method of telecommunication are deemed as present for purposes of calculatingquorum and majority.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES