GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Deliberations of the Board of Directors (d) Meetings of the Board of Directors are chaired by the Chairmanor by the Vice-Chairmanor, failing this, by a Directorappointedfor this purpose at thestart of the meeting. The Board of Directorsmay deliberate validly only if at least half of its membersare present. The Chief Executive Officer will attend Board meetings. A representativeof the works council will attend Board meetings under the conditions set bycurrent law. At the initiative of the Chairman of the Board of Directors, the statutory auditors or other parties outside the Company with specific competencerelating to items on the agendamay attend all or part of a Boardmeeting. Decisions are taken by a majority of the members of the Board of Directors. In the event of a tie, the Chairman of the meeting shall have the casting vote. The duties of Board Secretary will be performed by a member of the Boardappointedby the Chairman. Minutes shall be kept, and copies or extracts shall be issued and certified in accordancewith the law. The Board of Directorssets the national mutual’sbusinessstrategy and oversees its implementation.Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations.It carries out the checks and verifications that it deemsappropriate. The following decisions are subject to the prior approval of the Boardof Directors: amendmentsto the reinsuranceagreementand amendmentsto ● the agreementon security and solidarity plans with the member mutuals; issuesof securitiesof any kind as well as issuesand redemptions ● of mutual certificates; any significant operations that may affect the Group’s strategy ● and its scope of activities; the methods for implementingthe solidarity plan pursuant to the ● agreement on security and solidarity plans; termination of the agreement on security and solidarity plans at ● the initiative of nationalmutual. In addition, the decision to terminate the reinsuranceagreementat the initiative of national mutual must be taken by a two-thirds majority of the members. The following operationsare also subject to approval by the Board of Directors if any of the categories below exceeds a unit amount set by the Boardof Directors: taking or disposingof any stakes in any companiescreatedor to ● be created, subscribing to any issues of equities, stocks or bonds, excluding the insurance investment business and cash operations; Authority of the Board of Directors 8.1.2.17 (Article 17)

acquiringor disposingof any properties,excludingthe insurance ● investmentbusiness; granting pledgeson corporate property; ● taking out any loans, excludingcash operationscarried out with ● companies that have capital ties to the national mutual, either directly orindirectly. The Board of Directorsmay grant special proxy to one or more of its membersor to third parties for one or more given purposes.All powers delegated by the Board of Directors are signed by the Chairman or theVice-Chairmanor by two Directors. The Board may resolve to create committees responsible for investigatingor reviewingissues submittedby itself or its Chairman, upon notification, for their review. The Board determines the composition and powers of the committees operating under its responsibility. Allowances and compensation 8.1.2.18 granted to Directors (Article 18) Directorsrepresentingthe membermutualscarry out their functions free of charge. However, the Board of Directors may decide to grant allowances to them, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodations, and childcare expenses. Directorsnot representingmembermutualswho are elected by the General Meeting receive compensationfor carrying out their duties in an amount determinedby the Board of Directorswithin the limits set by the General Meeting. of the Company (Article 19) The national mutual’s Executive Management is assumed by a natural person appointedby the Board of Directorsand bearing the title of Chief Executive Officer, under the control of the Board of Directorsand within the frameworkof the guidelinesestablishedby the Boardof Directors. The Chief Executive Officer is vested with the broadest powers to act on behalf of the national mutual under any and all circumstances. The Chief Executive Officer will exercise this authoritywithin the scope of the corporatepurpose and subject to such constraints as the law expressly attributes to General Meetingsand to the Board of Directors.The Chief ExecutiveOfficer shall representthe nationalmutual in its relations with third parties. The Chief Executive Officer is civilly and criminally liable for his/her management actions, in accordance with the lawsin force. The Board of Directors determines the Chief Executive Officer’s compensationand sets the terms of his/her employmentcontract in the case of a salaried Director. The appointmentof the Chief ExecutiveOfficer may be revoked at any time by the Board of Directors. If he/she has entered into an employment contract with the national mutual, his/her dismissal does not terminatethat contract.If this dismissalis decidedwithout just cause, itmay give rise to damages. Executive Management 8.1.2.19

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES