GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

loss of the capacityas Directorof a regionalmutual or a decision ● of the regional mutual to terminate their mandate in the case of members appointedby member metropolitan regionalmutuals; the member reaches the age limit; the terminationof the term of ● office shall take effect following the General Meeting of the nationalmutual held in the year of his/her 65 th  birthday.

The Chairmandelegatespowers of ongoing political representation to the Deputy Chairman and to the Vice-Chairmenin one or more specific areas. The Chairman may also delegate part of these powersto any member of the Mutual Insurance Advisory Board. The Chairman convenes the Mutual InsuranceAdvisory Board and directs its work. If the Chairman is unable to attend, he/she is replaced by the Deputy Chairman or one of the Vice-Chairmen. Executive Board of the Mutual Insurance Advisory (b) Board The Executive Board of the Mutual Insurance Advisory Board is composed of the Chairman of the Board of Directors of the metropolitan regional mutuals and a Deputy Chairman or a Vice-Chairmanof each of these mutualsappointedas a memberof the Mutual InsuranceAdvisory Board as mentioned in Article 22 of these bylaws. Each metropolitan regional mutual appoints the Deputy Chairman or the Vice-Chairmanserving as a memberof the Mutual Insurance Advisory Board to sit on the Executive Board. The Deputy Chairman of the Mutual Insurance Advisory Board is elected by the Board on the Chairman’sproposal from among the Chairmenof metropolitanregionalmutualsfor a termof three years, expiring following the annual Ordinary General Meeting held in the year of the expiryof the termof office. The other members of the Executive Board of Chairmen of metropolitan regional mutuals are Vice-Chairmen of the Mutual InsuranceAdvisoryBoard. The ExecutiveBoard preparesand monitorsthe work of the Mutual Insurance Advisory Board, particularly its relations with agricultural professional organisations and other players in the life of the territories. It meets as often as necessary for the initiative and whenever convenedby the Chairman,or, failing that, by the DeputyChairman or a Vice-Chairman. No one can be represented within the Executive Board or vote by proxy. Resolutions are adopted by a majority voteof the sitting members. The Chairmen’s Committee, composed of the Chairman, the Deputy Chairmanand the seven Vice-Chairmen,regularlymonitors the activity of the Mutual Insurance Advisory Board and prepares the work of the Executive Board. Operation of the Mutual Insurance Advisory Board (c) The Mutual Insurance Advisory Board meets at least four times a year whenever convened by the Chairman or, if the Chairman is unavailable, bythe Deputy Chairman or a Vice-Chairman. Each member has one vote, with the exception of associate members, who serve only in an advisory capacity. No one can be represented within theBoardor voteby proxy. Resolutions areadoptedby a majority voteof the sitting members. An attendancesheet is establishedfor each meeting of the Mutual Insurance Advisory Board. The deliberations are recorded in minutes kept in a register and signed by the Chairman and the secretary of the meeting.

Responsibilities and powers 8.1.2.24

of the Mutual Insurance Advisory Board (Article 24)

The Mutual InsuranceAdvisory Board’s responsibilities are to: nominate candidates for the office of Chairman of the Board of ● Directors of the nationalmutual; define the general guidelines of the mutual insurance group and ● to overseetheir implementation; define Groupama’spositions at the national and European level ● as an agriculturalprofessionalorganisation involved in the life of the territories; developmutual insuranceprincipleswithin the member mutuals, ● following an innovative and open approach to the social and economic environment in whichGroupama operates; lead actions to promote the Groupamamutual more widely as a ● professional organisation and a responsible player in the global economy; design, carry out or have carried out, together with the member ● mutuals, the training of elected representatives, particularly to meet the requirementsof the supervisoryauthorityresultingfrom the provisionsof the FrenchInsuranceCode. The Mutual InsuranceAdvisoryBoard carries out its missions in the form of opinions, recommendations, and proposals for actions. Their implementation is decided by the competent administrative and managementbodies of the nationalmutual. In particular,it may propose that the national mutual join or provide financial support to all professional organisations, consortiums or companiesof agricultural interest operating in the territories where the membermutualsoperateand establishand developpermanent relationships with the professional organisations of different categories of members at the national, European and international level. For its work, it relies on the resources made available to it by the Executive Management.

Organisation and operation 8.1.2.25

of the Mutual Insurance Advisory Board (Article 25)

Chairman of the Mutual Insurance Advisory oard (a) The Chairman of the Board of Directors serves as ex-officio Chairman of the Mutual InsuranceAdvisory Board. The Chairman of the Board of Directors of the national mutual handles is responsible for its ongoing political representationwith professional organisations representing the different categories of members, public authorities and administrations, as well as with member mutuals.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES