GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

8.1.3

INTERNAL BYLAWS OF THE BOARD OF DIRECTORS

the event of two-partydisagreement;if there are multiple parties to the disagreement,either a single mediatorshall be appointedjointly by the parties or two mediators shall be appointed, one by the plaintiff(s) andthe other bythe defendant(s). After the appointment of the mediator(s), a mediation agreement shall be entered into between the parties to the mediation and the appointedmediator(s) to govern the mediation procedure, it being specifiedthat the mediationshall not exceedthree monthsfrom the appointmentof the mediator(s), unless agreed by the parties, and that the entire procedureas well as the exchangedexhibits shall be treated confidentially. The other arrangements of the procedure shall be settled by Articles 1532 to 1536 of the FrenchCivil Procedure Code. The mediation shallbe deemed terminated in the following cases: if the parties fail to agree on the appointmentof the mediator(s), ● duly documented; if an agreement between the parties is duly recorded in a ● memorandum of understanding after the mediation procedure; if a disagreementbetween the parties is duly documentedafter ● the mediationprocedure. In the mediation fails, the dispute shall be settled by arbitration before an arbitration body composed of three arbitrators. The plaintiff(s)and the defendant(s),regardlessof the number of parties to the dispute,shall each jointly appoint anarbitrator. The first party or parties to resort to arbitrationshall notify the other party or parties by registered letter with acknowledgement of receipt, indicating the contact details of the chosen arbitrator. If there are multiple plaintiffs, if they cannot agree on the name of an arbitrator, the arbitrator shall be appointed by the President of the Paris regional court, ruling in summaryproceedingsinitiatedby first party to takesuch action. Within a maximum period of 30 days from receipt of this notification, the other party or parties must notify the plaintiff(s) by registered letter with acknowledgementof receipt of the contact details of the chosen arbitrator. Failing this, the President of the Paris regional court, ruling in summary proceedings,shall appoint the arbitrator at the request of one of the defendantsor one of the plaintiffs. Before the examination of the merits of the case, the arbitrators thus appointedshall appoint a third arbitratorto act as Presidentof the arbitraltribunal. If the arbitratorsdisagree on the appointmentof the third arbitrator within 30 days following the receipt of the notification of the appointment of the second arbitrator, the third arbitrator shall be appointed by the President of the Paris regional court ruling in summary proceedings initiated by the first party to take such action. The arbitrators shall render a decision based on law. The decision shallbe final. The other arrangements of the procedure shall be settled by the provisions of the Title I of Book IV of the French Civil Procedure Code.

The purpose of the internal bylaws is to define or supplement certain regulatory and statutory provisions concerning the functioning of the Board of Directors and the Executive Management and to define the rights and obligations of the Directors.By acceptinghis/heroffice, each Directoragreesto abide by these internal bylaws. On 7 June 2018, the Board of Directors of GroupamaAssurances Mutuelle adopted internal bylaws in order to detail the rights and obligations of the central body and to incorporate adaptations regardinggovernance. The Board of Directors, in accordance with the law, sets the guidelines for the activity of Caisse Nationale de Réassurance Mutuelle Agricole Groupama (hereinafter “Groupama Assurances Mutuelles”), ensures that they are implemented and oversees the Executive Management of the Company. Subject to the powers expressly assigned to the General Meetings and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of Groupama Assurances Mutuelles and settles matters concerning it through its deliberations. In addition, it performs any auditsor controls it deems timely. Within the frameworkof the powers conferred on the central body referred to in Article L. 322-27-1of the French InsuranceCode, the Board of Directors of Groupama Assurances Mutuelles is responsible forthe followingin particular: ensuring the cohesion and proper operation of the network of ● agricultural insurance and reinsurance companies or mutuals referred to in Article L. 322-27-2of the French Insurance Code (hereinafter “network”); ensuring the application of the legislative and regulatory ● provisions relating to theorganisations within thenetwork; exercisingadministrative,technical and financial control over the ● organisation and management of the organisations within the network; setting the strategic guidelines for the network, issuing any ● appropriate instructions in this regard and ensuring their actual implementation; taking all necessary measures to ensure solvency and ● compliancewith the commitmentsof each of the organisations within thenetworkand of the entire Group; ruling on the dismissal of any Chief Executive Officer as well as ● the collective dismissal of members of the Board of Directors of an organisationwithin the network in the cases provided for in Article L. 322-27-2of the French Insurance Code. Under these circumstances,the Board of Directors provisionallyappoints the individualsresponsiblefor assumingtheir duties until the election of new Boardmembers. The Board is assisted the performance of its tasks by study committees. Operation of the Board of Directors 8.1.3.1 Purpose of the Board of Directors (a)

311 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES