GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Delegations of authority and powers

3.2

DELEGATIONS OF AUTHORITY AND POWERS

Since its conversioninto a national agriculturalreinsurancemutual, a form of companywithout capital, the GroupamaSA shares have been cancelled.There can be no delegation of authority or powersto issue equity securities.

3.3

COMPENSATION OF DIRECTORS

COMPENSATION AND BENEFITS FOR MEMBERS OF THE BOARD OF DIRECTORS OF GROUPAMA ASSURANCES MUTUELLES Since 7 June 2018, when the company changed its corporate form, the Board of Directors has consisted of 9 Directors representingthe Groupamaregional mutuals and four Independent Directors.The Directors representingthe regional mutuals (with the exception of the Chairman, who receives compensation) receive allowances, and the IndependentDirectors receive compensation, pursuant to Article R. 322-120-3 of the French Insurance Code. The General Meeting of 7 June 2018 decided on the maximum amount of €520,000 that may be allocated annually as allowances and reimbursement of expenses to Directors representing the regional mutuals. The General Meeting also fixed the maximum annual amount of gross compensation that may be allocated to Independent Directors at €370,000. The gross amounts of all allowances,compensation,and expense reimbursementspaid in 2019 are shown in the table below. Out of a budget of €890,000 for allowancesand compensationexcluding the Chairman’scompensation, the total sum of €680,770 was paid.

Since the order of 27 November 2019 and the update of the AFEP-MEDEF code of January 2020, given that Groupama AssurancesMutuellesdoes not issue equities listed on a regulated market,the disclosurerequirementsrelatingto the compensationof its Directors are those provided for in Article R. 322-55-1-Iof the French InsuranceCode. These disclosures are supplementedby the disclosures about the compensationof Directors set out in the notes to the consolidated financial statements (Note 39.3 below) and to the annual financial statements(Note 24),in accordancewith the accountingstandards applicable tothe Group. Calculation of the compensation due to corporate officers is the responsibility of the Board of Directors and is based on the proposals ofthe Compensation and Appointments Committee.

56 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES