GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

define the rules for setting the variable portion of the ● compensation of corporate secretaries and ensure the consistency of these rules with the annual assessment of the performanceof the corporate secretaries and with the Group’s medium-termstrategies; evaluate all compensationand benefits receivedby Directors,as ● applicable, from other companies of the Group, including retirementbenefitsand benefits ofany kind; organise a procedureto select future IndependentDirectorsand ● to perform its own research on potential candidates before any measure hasbeen taken withregard to thelatter; verify each year the individual status of each Director other than ● Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Boardof Directors; perform each year tasks involving the assessment of the ● methods of working of the Board of Directors and to communicate the conclusions of these tasks to the Board of Directors. MEMBERSHIP The Compensation and Appointments Committee consists of a minimumof three (3) and a maximumof five (5) membersappointed by the Board of Directors and chosen from among the Directors and, where applicable,the non-votingDirectors. At least one (1) of the committee members must be chosen from among the Company’s IndependentDirectors. The terms of office of committeememberscoincidewith their terms as Director or non-votingDirector. The committeeappoints its own Chairman. The General Secretary of Groupama Assurances Mutuellesserves as Committee Secretary. The committee ischairedby an IndependentDirector.However, the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing themember mutuals. The Compensation and Appointments Committee will meet as often as is deemed necessary and at least once a year prior to approval of the agenda of the Annual General Meeting, to examine the draft resolutions to be submitted thereto concerning the positions of membersof the Board of Directors and, as applicable, of non-votingDirectors, and prior to the assessmentby the Board of Directors of the compensation of the Chairman and Chief Executive Officer. Members are convened by the Committee Chairman or two of its members. The Chairman of the Board of Directors or the Chief Executive Officer may also request that the Committee Chairman convenes the Compensation and Appointments Committee on a specificpoint. Meetings of the committee are consideredvalid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meetingwill be prepared,recordingthe agenda and the discussionsheld betweencommitteemembers.The Committee Chairman or a member of the committee appointed for this purposewill report the committee’sopinionsand recommendations to theBoard of Directors for thepurposesof its deliberations. OPERATION Internal organisation of the committee

The committeeis requiredto prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directorswithin three (3) monthsafter the closeof the said fiscal year. Exceptional cases Depending upon the agenda, the Committee Chairman may convene any person of the Group capable of offering the committee relevant and useful clarification as to the proper understanding of an issue. Appendix 3 Strategy Committee PURPOSE OF THE COMMITTEE The Strategy Committee has the followingresponsibilities: review the strategicguidelinesand associatedaction plans of the ● Group and its components as contained in the three-year Strategic and Operational Planning Process; discuss the Group’s longer-term, forward-looking strategic ● guidelineswith regard to the opportunitiesand constraintsof the environment as anticipated by the Group; review, on behalf of the Board of Directors, proposed strategic ● partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee shall be invited to takepart in this work. MEMBERSHIP The Strategy Committeeconsists of a minimumof three (3) and a maximumof five (5) members appointedby the Board of Directors and chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent,on the understandingthat independenceis determined in accordance with the criteria listed in Appendix 4 below. The committee cannot include the Chairman among its members. The terms of office of committeememberscoincidewith their terms as Director or non-voting Director. The committee appoints its Chairman from among the Independent Directors. The General Secretaryof GroupamaAssurancesMutuellesserves as Committee Secretary. The Strategy Committeewill meet as often as it deems necessary and at least once a year. Membersare convenedby the Committee Chairman or two of its members. The Chairman or the Chief Executive Officer may also ask the Chairman to convene the Strategy Committee on a specific point. Meetings of the committee are consideredvalid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meetingwill be prepared,recordingthe agenda and the discussionsheld betweencommitteemembers.The Committee Chairman or a member of the committee appointed for this purposewill report the committee’sopinionsand recommendations to theBoard of Directors for thepurposesof its deliberations. OPERATION Internal organisation of the committee

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES