GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

The Board may temporarily or permanently establish within itself any committeeor task force responsiblefor studying or monitoring a topic related to its missions, and, more generally, call on anyone whose qualificationswould be useful in sheddinglight on its work in these committeesor task forces. Similarly, to contributeto its discussions,the Board of Directors or the ExecutiveBoard may hear from the Chief ExecutiveOfficer of a member mutual assigned to a task on a particular subject by the nationalmutual. Depending on the subject, the Chairman may decide to invite a representative of one or more professional organisations representing the different categories of members of the local mutuals to attend the Mutual Insurance Advisory Board as an auditor. The Board of Directors prepares an annual activity report and a report on the plan of projectedactions, which are presentedat the Annual General Meeting. The Mutual InsuranceAdvisoryBoardmay be informedof the main measurestaken pursuantto the provisionsrelating to the operation of the Group and the network, in particular those relating to the rules for appointmentand dismissalof Chief ExecutiveOfficers and dismissal of Board of Directors of member mutuals and local mutuals. Allowances for performance of duties (d) The duties of a memberof the Mutual InsuranceAdvisoryBoardare performed free ofcharge. However, in their capacity as mutual insurancerepresentatives,the Board of Directorsmay decide to grant allowancesto members of the Mutual Insurance Advisory Board, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodation, and childcare expenses. Internal bylaws (e) The Mutual Insurance Advisory Board adopts internal bylaws specifying themeasures for applying title V of thesebylaws. Statutory auditors (Article 26) 8.1.2.26 Control is exercised by one or more acting statutory auditors appointedand exercising their duties in accordancewith the law. Composition of the General 8.1.2.27 Meeting (Article 27) The General Meeting is composed of the delegates appointed by the Boards of Directors of the member mutuals from among their membersor among the membersof the Boards of Directorsof the local agriculturalinsurancemutualswithin their district; it represents all of the member mutuals, and its decisions are binding on all of them, even those that are neither present nor represented. Each delegate shall have one vote. Each member of the Board of Directorsshall attend this meeting in an advisorycapacityunless he/she is not the delegateof a member mutual, in which case he/sheshall have a rightto vote.

The Chief Executive Officer, the Deputy Chief Executive Officer (where applicable),and all other membersof the managementstaff authorised by the Chairman of the Board of Directors attend the General Meetings in an advisory capacity. Each member mutual is entitled to a delegate to the General Meeting. Mutuals whose ceded contributions exceed €10 (ten) million without exceeding€100 (one hundred)million are entitled to 4 (four) delegates. Mutuals whose ceded contributions exceed €100 (one hundred) million are entitledto 25 (twenty-five) delegates. Any delegate who is a member of the General Meeting may be representedby anothermemberdelegateof that meetingholding a proxy; however, no delegate may represent more than five members of the General Meeting. Meeting notices – Agenda 8.1.2.28 (Article 28) The Board of Directors may convene a General Meeting at any time. The General Meeting is called by a simple letter sent to the chairmen of the member mutuals at least fifteen days before the date of the meeting. Meeting notices must mention the agenda. Meetings are held at the corporate headquarters or at any other location defined in thenotice convening the meeting. The agenda of each meeting is decided by the Board of Directors. It contains only matters coming from either the Board of Directors or a member mutual, provided that this mutual communicatedits request atleast twenty daysbefore the meeting. The meeting maydeliberateonly on the itemson the agenda. Composition of the General 8.1.2.29 Meeting (Article 29) The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice-Chairman of the Board of Directors or, failing that, by a Director appointed by the Board of Directors. The General Meeting appoints two vote tellers from among the delegates. The Executive Board of the General Meeting thus composed appoints the secretary, who may be chosen from outside the delegates. An attendancesheet is preparedand then certifiedby the Executive Board. The deliberationsof the meetingare recorded in minutes entered in a register and signed by the Chairman and the Secretary of the meeting. Copies or extracts of the minutes of the deliberationsof meetings are certified true by the Chairman or by the Vice-Chairmanof the Board of Directors or by two Directors or by the Chief Executive Officer.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES