GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Membership of the Mutual 8.1.2.22 Insurance Advisory Board (Article 22) The Mutual Insurance Advisory Board is made up of natural personsrepresenting allthe member mutuals. The member metropolitan regional mutuals are each represented by five members, namely: the Chairmanof their Board of Directors; ● four members appointed by them from among the members of ● their Board of Directors under the age of 59 years at their first appointment, at least one of whom with the status of Deputy Chairman or Vice-Chairman of the regional mutual. By appointing their representatives to the Mutual Insurance Advisory Board, the member metropolitanregional mutual strive to achieve a goal of gender diversity in their representationbetween women and men. The Mutual Insurance Advisory Board’s internal bylaws determinethe cases in which the appointmentof a member by a member metropolitanregional mutual may be refused by the ExecutiveBoard of the Mutual InsuranceAdvisoryBoard for having failed to take this goal sufficiently into account in appointing its representatives. The age requirement and the diversity goal mentioned above are not applicable to the first members appointed to form the Mutual InsuranceAdvisoryBoard after the conversionof the company into an agriculturalreinsurancemutual. Reinsurancemutualsof the overseasdepartmentsand the member specialised reinsurance mutuals are each represented by the Chairman of their Boardof Directors. On a proposal from the Board of Directors, the Mutual Insurance Advisory Board may admit the representativeof a mutual or joint management company having entered into a partnership with Groupama as an associate member. The status of associate membermay be terminatedat any time by decisionof the Board of Directors. Duration of the term of office 8.1.2.23 of members of the Mutual Insurance Advisory Board (Article 23) Members of the Mutual Insurance Advisory Board serving as the Chairmanof their membermutual hold this membershipas long as they maintainthis position. Other members of the Mutual Insurance Advisory Board are appointed for a renewable six-year term. The age requirement providedfor in Article 22of these bylaws is not applicablein case of renewal. If a member of the Mutual Insurance Advisory Board is over 59 years old as of the date of the renewal of his/her term, the duration of the renewed term shall be limited to the time remaining until the General Meeting of the national mutual held in the year of his/her 65 th  birthday. The term of office as member of the Mutual Insurance Advisory Board automatically ceases before the end of six years in the following cases: death, resignation; ● loss of the position of Chairmanof a membermutual in the case ● of members serving in that position;

Upon the recommendationof the Chief ExecutiveOfficer,the Board of Directors can appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. There may be no more than five. Their authority will be set by the Board of Directors in agreement with the Chief Executive Officer. They shall have the same powers in dealing with third parties as the ChiefExecutiveOfficer. The Board of Directorsdeterminestheir compensationand sets the terms oftheir employment contract if they are salariedDirectors. They may be dismissed at any time by the Board of Directors on the proposalof the Chief ExecutiveOfficer. If they have entered into an employment contract with the national mutual, their dismissal does not terminatethat contract.If this dismissalis decidedwithout just cause, itmay give rise to damages. No one aged 65 or older may be appointedChief ExecutiveOfficer or Deputy Chief ExecutiveOfficer. If the Chief ExecutiveOfficer or a Deputy Chief ExecutiveOfficer reaches the age of 65 years,his/her duties will terminate upon completionof the next Ordinary General Meeting approving the financial statements for the fiscal year just ended. Agreements (Article 20) 8.1.2.20 The provisions of Article R. 322-57of the French Insurance Code apply to agreements entered into directly or through an intermediary between the national mutual and one of its Board membersor salariedDirectors,or between the national mutual and an undertaking, if any of the Board members or salaried Directors of the national mutual is an owner, partner with unlimited liability, Manager, Director, member of the Supervisory Board or generally an officer of such anundertaking. Non-voting Board members 8.1.2.21 (Article 21) At the proposal of the Board of Directors, the Ordinary General Meetingmay appointnon-votingDirectors,who may not exceedsix in number. In the event of a vacancy of one or more non-voting Director positions due to death or resignation, the Board of Directors may accept provisional nominations, subject to approval by the next Ordinary General Meeting. The non-votingDirectors, who are natural persons selected on the basis of their qualifications,forma panel. They are appointed for a period of six years to end upon completion of the meeting approving the financial statements for the fiscal year just endedand held within the year duringwhich their terms ofoffice expire. The Ordinary General Meeting may, under all circumstances, revoke one or more non-votingBoard members and undertake to replace them, even if such revocation does not appear on the agenda. Non-votingDirectors are to be invited to meetings of the Board of Directors and shall take part in the deliberations in an advisory capacity. However, their absence shall not prevent the meeting from deliberatinglawfully. They may receive compensationin an amount set by the Board of Directors forservices rendered to the nationalmutual.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES