GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

Rights and obligations of Directors with regard to (e) information The Chairman or the Chief Executive Officer of Groupama AssurancesMutuellesmust send each Directorany documentsand information necessary for fulfilment of the Board’s duties, i.e. , making decisions for which it is competent and control of the administration exercisedby management. Preparation for Board meetings The Chairman or the Chief Executive Officer will seek to communicateto the Directors no later than three days prior to any meeting, except in the case of an emergency or extraordinary circumstance,a work file, including in electronicform, containingall necessary documents and information, to allow the Directors to participatein Board discussionsin a knowledgeablemanner and to make a useful contribution to discussion points on the agenda. In the absence of information or in the event that the information communicated is deemed to be incomplete, the Directors will request that the Chairman or the Chief Executive Officer provide information they believe to be essential to their participation in the Boardof Directorsmeetings. Ongoing information Outsideof Boardmeetings,the Chairmanor Chief ExecutiveOfficer is required to communicateto Directors, insofar as they are aware thereof, informationand documentsneededto performtheir duties, insofar as they are not hindered by business secrecy, as Directors have an obligationof confidentiality. Requests for documents and information from Directors are to be sent to the General Secretary, who will forward them to the Chief Executive Officer. The list of documents requested by Directors is to be includedas an item on the agenda of the next meetingof the Board of Directors;this list is to be included in the minutes of such meeting. For reasons of confidentiality,the Chairman or the Chief Executive Officer may deem it preferable to make the requested documents available to Directors at the Company’s headquarters. If the Chairman or the Chief Executive Officer believes the informationrequest exceedsthe responsibilitiesof the Director or is likely to raise a problemof conflictof interest,the Chairmanor Chief ExecutiveOfficer, after having so informed the Director in question, may consult the Chairman of the Audit and Risk Management Committee for advice,prior to any response. Accumulation of terms of office (f) Candidates for the offices of Director are required to inform the Boardof Directorsof any positionsof Director,Chairman,Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and Management Board, Chairman of the Management Board or sole Chief Executive Officer that they may hold in other mutual insurance companies, mutual reinsurance companiesor mutual insurancegroups or public limited companies headquarteredin France, to allow the Board of Directors, assisted by the Compensationand AppointmentsCommittee,to verify that the candidates, if elected, meet the accumulation conditions providedfor by French law.

Directors are required to inform the Board of their appointmentas Director, Chairman, Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and ManagementBoard, Chairmanof the ManagementBoard and sole Chief Executive Officer in the companies mentioned above within five daysof their nomination. Within one month after the close of the fiscal year just elapsed, Directorsare also requiredto communicatethe list of positionsthey have occupiedduring the year just elapsedwith a view to preparing the management report. Duty of secrecy: confidential information (g) Directors, as well as any party called upon to attend all or part of the meetingsof the Board of Directorsand committees,are subject to an obligationof discretionas to the progress and content of the discussions. Specifically, Directors must maintain secrecy with regard to information correspondingto the definition of financial information, or other information likely to be of interest to third parties and specifically competitorsof GroupamaAssurancesMutuelles or the Group, or confidential informationand data. They undertakenot to use for personal purposes, and not to disclose outside the obligations of their position, any confidentialinformation. Prevention of risk of insider trading (h) This paragraphcontainsthe rules of professionalethics intendedto prevent the risk of insider trading, with regard to financial transactions pertaining to an issuer of financial instruments or financial instruments carried out by members of the Board of Directors, whenever Directors, in the exercise of their functions, hold or have accessto inside informationpertainingto that issuer or those financial instruments. Legal and regulatory framework The applicablelegislativeand regulatoryframeworkcomes from the French Monetary and Financial Code and Regulation (EU) no 596/2014of 16 April2014 on marketabuse. The mechanismput in place is primarilybased on the principle that any inside informationconcerningan issuer of financial instruments or financial instrumentsmust not be unlawfullydisclosedor used to carry out trades on one’s own behalf or on behalf of a third party directlyor indirectlyor by recommendingto anotherperson to carry out a trade. Failure to comply with the rules in this matter is punishableby law (prison termand major fine). The French financial markets authority (AMF) may alternatively prosecute these violations and impose pecuniary sanctions. Simplified definitions The definitions below have been simplified to facilitate a quick understanding of the key provisions of the regulations. For exhaustive details about these regulations, the complete texts are available fromthe General Secretariat.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES