GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Deliberation of the meetings 8.1.2.30 (Article 30) Subject matter of deliberations (a) The Ordinary General Meeting is held once a year, during the second quarter, at the invitation of the Chairman of the Board of Directors. The General Meeting hears the report of the Board of Directors as well as the report of the statutory auditor(s) and, where applicable, the special report on authorised agreements provided for in Article 20as well as any special report that may be requiredby the regulationsin force. It discusses,approves,rejects, or modifies the balance sheet and all the accounts presented by the Board of Directors andappropriates the earnings for the fiscal year. The General Meeting appoints the Directors and the statutory auditor(s) in accordancewith the conditionsset out in these bylaws. It sets the maximumtotal amount of compensationthat the Board of Directorsmay grant annually to Directorsand to membersof the Mutual InsuranceAdvisoryBoard and the maximumtotal amountof compensationthat the Board of Directors may grant to Directors not representingmember mutuals who are elected by the General Meeting. Each year, the Chairman informs the General Meeting of the amount of compensation and allowances actually granted, reimbursed expenses, and benefits of any kind paid during the fiscal year to each corporate officer by the national mutual and by the companies that it controls within the meaning of Article L. 233-16 of theFrenchCommercialCode. The General Meetingauthorisesthe issue of mutual certificatesand establishestheir key characteristics.In this context, it may delegate the powers necessaryto decide on practical aspects to the Board of Directors. The Board of Directors reports on the exercise of this delegation tothe next General Meeting. The Annual General Meeting fixes the compensationof the mutual certificates at the time of the approval of the financial statements within the limits fixed by law. It may decide to pay this compensation in mutual certificates to the certificate holders who so requestaccordingto the terms set by the Boardof Directors. The General Meeting may authorise the Board of Directors to buy back mutual certificates issued by the national mutual at their par value as part of an annual buyback programme approved by the ACPR and subject to the regulatory provisions stipulating the suspension of buybacks in the event that the solvency capital requirement of the insurance undertaking is not fulfilled or if the buybacks would lead to such non-fulfilment. Quorum and majority (b) The General Meeting’sdeliberationsare valid if at least one quarter of the delegates, representingat least one quarter of the member mutuals, are present or represented. If it does not meet this number, it shall be convened again on the same agenda in the manner and within the time periods prescribed by Article 28; its deliberations shall be valid regardless of the number of delegates present or represented. Decisionsshall be taken by a majorityvote of the delegatespresent or represented.

However, the exclusion of a member mutual shall require a two-thirds majority of the delegates present or represented by a secret ballot.

Deliberations of the Extraordinary 8.1.2.31 General Meeting (Article 31) Subject matter of deliberations (a) The General Meetingmay amend the bylaws in all their provisions. It may decideon the early dissolution of the nationalmutual. Quorum and majority (b) The General Meeting’s deliberationsare valid if at least one half of the delegates, representing at least one half of the member mutuals, are present or represented. If it does not meet this number, it shall be convened again on the same agenda in the manner and within the time periods prescribed by Article 28; its deliberations shall be valid if at least one third of the delegates, representingat least one third of the member mutuals, are present or represented. Decisions shall be taken by a two-thirds majority vote of the delegates present or represented. Except in the case of an extension approved by the Extraordinary GeneralMeeting,the nationalmutual shall be dissolvedon expiry of the term set by the bylaws. Dissolutionmay also occur at any time by decision of the Extraordinary General Meeting. The meetinggovernsthe methodof liquidationand appointsone or more receivers and defines their authority. The receivers shall exercise their duties in accordance withthe law. Once all senior, secured, and subordinated creditors have been repaid, the mutual certificatesshall be reimbursedat the par value of the certificate, minus, where applicable, the amount of the applicationof the losses against the initial capital, it being specified that prior to this reduction, the losses shall be applied against the reserves. After the corporate liabilities have been settled and the mutual certificateshave been repaid, any net assets shall be allotted to the member mutuals in proportion to the mutual certificates that they held before repayment. Internal bylaws (Article 33) 8.1.2.33 Without prejudice to Article 25.5 of these bylaws, the Board of Directors establishes internal bylaws setting the operating rules of corporate bodiesthat do notfall withinthe bylaws. Subscriptionto the bylaws automaticallyimplies subscriptionto the internal bylaws. Settlement of disputes (Article 34) 8.1.2.34 Any dispute arising either between the national mutual and one or more member mutuals or between the member mutuals themselvesconcerningthe affairs of the national mutual during the life of the nationalmutual or during its liquidationshall be referredto mediation.The mediator shall be appointed jointly by the parties in Dissolution – Liquidation 8.1.2.32 (Article 32)

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES