GROUPAMA / 2019 Universal Registration Document

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Statutory auditor’s special report on related-party agreements

3.8

STATUTORY AUDITOR’S SPECIAL REPORT ON RELATED-PARTY AGREEMENTS

This is a free translationinto Enflishof the statutoryauditor'specialreport on related-partyagreementissued in French,and is providedsolely for the convenienceof English speaking readers. This report should be read in conjuctionwith, and construed in accordancewith, French law and professional audited standards applicable in France.

General meeting toapprove thefinancialstatementsfor the fiscal year ended31 December 2019

Dear Members, CAISSE NATIONALE DE RÉASSURANCE MUTUELLE AGRICOLE GROUPAMA

8-10 rue d’Astorg 75008Paris, France

In our capacity as statutory auditors of the annual financial statements of your Caisse Nationale de Réassurance Mutuelle Agricole Groupama, wehereby present ourreport on related-party agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the principal terms and conditions of the agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substanceor identifying any undisclosed agreements. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. These procedures consisted in verifying that the information provided to us isconsistent with theunderlyingdocuments.

AGREEMENTS TO BE SUBMITTED TO THE GENERAL MEETING FOR APPROVAL

Agreements authorised and entered into during the past fiscal year Pursuant toArticle R. 322-57of the Frenchinsurance code,we were informedof the followingagreementsentered into duringthe pastfiscal year that were authorised in advance by your Boardof Directors. Financing of major Group programmes For the financing of major programmes,on 12 December 2019,the Board of Directors authorised the payment of grants to the regional mutuals in 2020 in order to: support the developmentof the bankingbusiness(OrangeBank) for a maximumamount of €3.5 millionnet of corporatetax (at constant ● tax rates); share in the costof issuingmutual certificates in 2020 for a maximumamount of €18 million; ● share in the costs of the project for the developmentof national partnershipsby the regional mutuals through the conversionof Amaline ● Assurancesinto a broker, up to an overall annual budget of €1.80 millionfor the amortisationof the Amaguiz portfolio acquisitionprice, corresponding to1/7 of this price starting in fiscal year 2020. In connectionwith this last project, authorisationwas also given to pay the regional mutuals in 2019 an annual grant for the IT investment made in 2019 to develop the functionalitiesnecessaryfor the managementof partnershipsin the communityinformationsystemwithin the limit of a grossamount of €0.4 million. Each of these grants was successively authorised by the Board of Directors without the Chairman of the mutual granted a subsidy participatingin the vote. Directors concerned:Mr Collay,Mr Constant, Mr Dagès, Ms Dubost, Mr Guintard, Mr L’Hostis, Mr Pivard, Mr Poupart, Mr Schmitt. Grants to organisations and associations On 18 April and 12 December 2019,the Board of Directors authorised the payment, respectively in 2019 and 2020, of grants to the metropolitanregionalmutualsto financeorganisationsor associationsfor nationalprojectsorganisedlocally as part of an annual budget of a maximum amount including tax of €0.025 millionper regional mutual, within the limit of a maximum annual amount of €0.1 million euros including tax for allthe regional mutualscombined. Directors concerned: Mr Collay, Mr Constant, Mr Dagès, Ms Dubost, Mr Guintard, Mr L’Hostis, Mr Pivard, Mr Poupart, Mr Schmitt, and Mr Baylet forthe meeting of 18 April 2019.

66 Universal Registration Document 2019 - GROUPAMA ASSURANCES MUTUELLES

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