GROUPAMA / 2019 Universal Registration Document

8 LEGAL INFORMATION Company information

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. Working methods The Chairmanof the Audit and Risk ManagementCommitteeshall be invited to participatein the work of the StrategyCommitteewith regard to the financial aspects of strategic partnerships and external growth matters. The criteria that the Compensationand AppointmentsCommittee and the Board of Directors must examine in order to classify someone as an Independent Director and prevent the risk of conflict of interest facing the Director are as follows: he/she is not an employee of Groupama AssurancesMutuelles ● or is not an employee or Director of a member mutual or a company that it consolidatesand has not been at any time over the past five years; Appendix 4 Criteria for independence

he/she has not been paid Groupama Assurances Mutuelles, in ● any formwhatsoever,with the exceptionof Directors’attendance fees and compensation granted to Independent Directors and non-voting Directors for their duties, compensationof over one hundred thousandeuros (€100,000) within thepast five years; he/she is not a Corporate Secretary of a company in which ● GroupamaAssurancesMutuellesholds, directly or indirectly,the position of Director or in which an employeedesignatedas such or a CorporateSecretaryof the Company(currentlyor within the past five years) holds thepositionof Director; he/she is not a significantcustomer,supplier, investmentbanker ● or financing banker of Groupama Assurances Mutuelles or its Group, or for which Groupama Assurances Mutuelles or its Group representsa significant portion of business activity; he/she hasno closefamily tiesto a corporate officer; ● he/she has not been statutoryauditor of the companyduring the ● past five years; he/she has not been a Director of the company for over twelve ● years. The Board of Directors may consider a Director, althoughmeeting the above criteria, not to be independent on the basis of his/her particular situation or that of Groupama AssurancesMutuelles, or for any other reason. Conversely, the Board of Directors may consider a Director not meeting the above criteria to be independent.

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Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES