GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

GROUPAMA ASSURANCES MUTUELLES DOCUMENT D’ENREGISTREMENT UNIVERSEL 2020 incluant le rapport financier annuel UNIVERSAL REGISTRATION DOCUMENT Including the annual financial report 2020 GROUPAMA ASSURANCES MUTUELLES

CONTENTS

1 Overview of the group History of the Company 1.1

3

5 Group risk factors

105

4

The Group’s main risks 5.1

106

Organisation of the Group and Groupama 1.2 Assurances Mutuelles

Organisation of risk management 5.2 within the Group

6 8

110

Key figures 1.3 Strategy 1.4

12 13

Human resources 1.5

6 Earnings and financial position 113 Management report of the Board 6.1 of Directors 114 Dividend distribution policy 6.2 140 Characteristics of the mutual certificates 6.3 and remuneration policy 141 Cash and Group financing 6.4 142 Administrative, judicial, or arbitration 6.5 proceedings 143

2 The group’s businesses

19

Groupama, a multi-line and multi-channel 2.1 insurer

20 22 26 28

Insurance in France 2.2 International Insurance 2.3 Financial businesses 2.4

7 Financial statements

145

3 Corporate governance and internal control Disclosures on Corporate Governance 3.1

29 30 56 56 58 65 65 65

Consolidated financial statements 7.1 and notes Statutory auditors’ report on the 7.2 consolidated financial statements Annual financial statements and notes 7.3 Statutory auditors’ report on the annual 7.4 financial statements

146

Delegations of authority and powers 3.2

267 271

Compensation of Directors 3.3 Internal control procedures 3.4 Related-party transactions 3.5

305

Major contracts 3.6

Fees of the statutory Auditors 3.7 Statutory auditor’s special report 3.8 on related-party agreement

8 Additional information Company information 8.1

309

66

310

Information concerning share capital 8.2 and principal shareholders

328 330

4 Corporate social responsibility (CSR)69 Groupama CSR Policy 4.1 70 Declaration of Extra-financial Performance 4.2 72 Report of the independent third-party 4.3

Regulatory environment 8.3 Persons responsible for 8.4

the universal registration document, financial disclosures, and for auditing the financial statements

333 334 335 336

organisation on the declaration of extra-financial performance

Available documents 8.5

101

Glossary 8.6

Concordance tables 8.7

GROUPAMA ASSURANCES MUTUELLES

UNIVERSAL REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT

2020

This universal registration document was filed on 23 April 2021 at the French Financial Markets Authority (Autorité des Marchés Financiers),as competentauthorityunder Regulation(EU) No. 2017/1129,without prior approval, in accordancewith Article 9 of that Regulation. The universal registration document may be used for the purpose of offering securities to the public or for the admission of securitiesto trading on a regulated market if it is supplementedby a securities note and, where appropriate, a summary and all amendments tothe universal registration document. The whole is approved by the AMF in accordance with Regulation (EU) No. 2017/1129..

If referred to a website in this Universal RegistrationDocument, the content of this website is not part of the universal registration document. Except for information,documentsand other elements expressly incorporatedby reference in this universal registration document,no information,documentor element from the Company’swebsite (www.groupama.com)or fromany other source forms part of this universal registration document.

This is a free translation into English of the French Universal Registration Document filed with the Autorité des Marchés Financiers(AMF) and which is provided solely fothre convenience of English readers .

1 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES

2 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES

1

OVERVIEW OF THE GROUP

1.1

1.4

HISTORY OF THE COMPANY

4

STRATEGY

12

1.2

1.5

ORGANISATION OF THE GROUP AND GROUPAMA ASSURANCES MUTUELLES

HUMAN RESOURCES

13

Social Policy 1.5.1

13

6

Group consolidated workforce 1.5.2 (France & International) Commitments to personnel 1.5.3

General organisation 1.2.1

6

16 17

Simplified organisation chart 1.2.2 of the Group’s main subsidiaries as of 31 December 2020

7 8

Ties between the various Group entities 1.2.3

1.3

KEY FIGURES

8

Consolidated scope of Groupama 1.3.1 Assurances Mutuelles Groupama combined scope 1.3.2 Consolidated scope/combined scope 1.3.3 data reconciliation Alternative Performance Indicators (API) 1.3.4

8 9

10 10

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1 OVERVIEW OF THE GROUP History of the Company

1.1

HISTORY OF THE COMPANY

In 2007, the Group’s internationaldevelopment intensifiedwith the acquisitionof the insurer NuovaTirrena,which held some 2% of the Italian non-life insurance market, strengthening the Group’s subsidiary in Italy. In the United Kingdom, the Group acquired two new brokers (Bollington Group and Lark Group). In 2007 and 2008, Groupama made strong advances in Central and Eastern Europe by acquiring the Greek insurer Phoenix Metrolife and Romanian insurance companies BT Asigurari and Asiban, and by strengthening its positions in Turkey, through the acquisition of insurance companies Güven Sigorta and Güven Hayat. Groupama also entered into a strategic partnership with OTP Bank, the leading independent bank in Central Europe, resulting in distribution agreements in nine countries and the acquisition of OTP’s insurance operations (OTP Garancia), the leadingcompanyin Hungary,as well as its insurancesubsidiariesin Bulgaria, Romania and Slovakia. Groupama also acquired a 35% stake in STAR, the leading company in the Tunisian insurance market. With a view to gaining an urban customer base and new distribution channels in France, in mid-2008 Groupama launched “Amaguiz.com”, a new brand intended for web sales only. In 2009, Groupama signed a partnership agreement with La Banque Postale for the distribution of non-life insurance products via a joint venture using La Banque Postale’s networks. The creationof GroupamaGan Vie, through the merger/takeoverof Groupama Vie and Gan EurocourtageVie by Gan AssurancesVie and the transfer of the portfolios of Gan Patrimoine and Gan Prévoyance, enabled the consolidationof the Group’sactivities into a single company in France. The Group’s French banking businesses have also been pooled through the merger of Groupama Banque and Banque Finama. At international level, the Group merged its Italian, Hungarian, Romanian and Turkish subsidiaries in order to strengthen its positions on all those markets. In 2010, the Group implementeda large number of partnershipsin various areas. In the bancassurancemarket, the partnership agreement signed with La Banque Postale in 2009 resulted in the creation of a joint enterprise, La Banque Postale Assurances IARD, which is 65%-held by La Banque Postale and 35% by Groupama. At the end of 2010, this companylaunchedits non-life insuranceproducts (motor, home, legal protection) via remote-sellingchannels (internet and telephone), then progressively through La Banque Postale’s network of offices beginning in 2011. In December 2010, Groupama and the Chinese group AVIC (Aviation Industry Corporation of China) signed an agreement on the creation of a joint venture to expand activities in the non-life insurance segment in the People’s Republic of China. Already active in Sichuan province since 2003, Groupama intends to accelerate its development on a market, the rapid expansion of which should make it a major growth centre for the Group.

The creationof Groupamais a story that goes back more than one hundred years. The startingpoint was the Act of 4 July 1900, which allowed the birth, then the subsequent organisation of the agricultural mutual insurance movement in France. The Agricultural Mutual Insurance Companies (Assurances Mutuelles Agricoles)were created to protect and serve the farmers who at that time represented 80% of the nation’s wealth. In the 20 th century, they became the leading Europeanagricultural insurer (source: internal). The AssurancesMutuelles Agricoles very quickly realised the need to reinvent themselvesand open themselvesup to other insurance markets and, more recently, to the banking business, in order to continue their vocation of serving the interests of agriculture and passing on the tradition of mutual insurance. In 1963, the Assurances Mutuelles Agricoles opened up their The name “Groupama”was created in 1986, bringing together all the entities of an insurance group that had adapted to the new economic conditions and the globalisation of the financmialarkets. In 1995, policyholders who were not part of the agricultural world – covered at the time by SAMDA, a subsidiary of Groupama created in 1963 to insure “non-agricultural”customers – became full members of their mutual. In 1998, on conclusionof a privatisationprocedure involvingmajor international groups, Groupama acquired Gan, a group whose business activities complemented those of Groupama. The acquisition resulted in the creation of one of the leading French multi-line insurers. In 2001, seeking to extend its services to includebankingproducts, the Group joined forces with Société Générale, the leading French retail banking institution, with a view to creating a multi-channel bank for Groupama’s customers (Groupama Banque). Groupama plans to become a global player in financial insurance-banking. Also in 2001, the Boardof Directorsof the CentralMutual approved a structure consolidating the regional mutuals. A number of growth acquisitions were initiated in 2002 in France (acquisition of CGU Courtage, merged with and into Gan Eurocourtage)and at the internationallevel (acquisitionof Plus Ultra Generales in Spain). In 2003, the regional mutuals rolled out a banking product to Groupama’s members. The Group also obtained a non-life insurance licence for China. In addition, the Group’s national entities were restructured to be better adapted to its growth strategy. The Fédération Nationale Groupama was created and Groupama SAbecame the exclusive reinsurer of the regional mutuals following the dissolution of the Central Mutual, the Caisse Centrale des Assurances Mutuelles Agricoles. In 2006, Groupama acquired the Spanish subsidiariesof a French group, the Turkish insurancegroup Basak, the 6 th -largest insurer in Turkey (source: Foreign Economic Relations Division, 2006 data), as well as the British broker Carole Nash. business to the entire non-life insurance segment. In 1972, they started a life insurance business.

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1 OVERVIEW OF THE GROUP History of the Company

On 7 June 2018, Groupama SA, the Group’s central body, was converted into a national agricultural reinsurancemutual, a special form of mutual insurance company, commonly known as Groupama Assurances Mutuelles. Prior to this conversion: Groupama SA sold its direct insurance portfolio to Gan ❯ Assurances in November 2017, given that Groupama AssurancesMutuellescan only engage in reinsuranceby virtue of its bylaws; in December 2017, Groupama SA contributed most of its ❯ insurance and service subsidiaries to GroupamaHolding Filiales et Participations,a holding companywith the status of insurance group company, while maintaining direct ownership of the financial subsidiaries, real estate companies, and some equity stakes; Groupama Holdingand GroupamaHolding2 were taken over by ❯ Groupama SA on 7 June 2018, prior to its conversion. This conversion simplifies the Group’s organisation and makes it consistent overall based on its three levels of mutualisation: local, regional and nationwide mutuals. By unifying its values and organisation, the Groupama group is demonstrating its commitment to its mutual insurance background, which is being used in an ambitious savings project for its members and customers. In connection with this conversion, the Group has defined its purpose (1) , which guides and inspires the Group’s current and future directions:“We are here to allow as many people as possible build their lives confidently”. As a responsible investor, the Groupama group places climate change at the heart of its commitments.On 19 September2019, Groupama made a commitment to acquire 18% of the capital of Predica Energies Durables (PED), a subsidiary of Crédit Agricole Assurances dedicated to investments in renewable energy productionassets alongsideEngie. PED is an investmentvehicle in onshore wind and solar assets in France. In 2020, the Group committed to a definitive phase-out of thermal coal in its investmentportfolios, by 2030 at the latest for corporate issuers in European Union and OECD countries. On 11 June 2020, Groupama announced the launch with Vinci of the constructionof The Link, Total’s future headquartersin Paris La Défense.The planningand work are expectedto take five years. At the end of this period, Total will take deliveryof the propertyand will be a tenant of The Link for a renewable term of 12 years.

Major events of 2011 included the eurozonedebt crisis, particularly in Greece, and the significant deteriorationof the financial markets, which affected Groupama’s financial position. Against this background, the Group implemented measures in 2012 to strengthen its solvency margin while reducing the sensitivity of its balance sheet to financial market fluctuations. Groupama thus adjusted its scope of activities by selling Gan Eurocourtage’s non-life business, Gan Eurocourtage’s marine business in France, the Spanish subsidiary, and the non-life insurance subsidiary in the United Kingdom. In 2013, the Group finalised the adjustment of its scope with the disposal of 100% of the capital of Groupama Private Equity in January and the disposal of its 51% stake in the British brokerage firm Bollington in March. In April, Groupama reinforced its partnership with the Chinese Group AVIC to support the strong growth of Groupama AVIC Insurance on the agricultural insurance market and in the rural sector in China. In addition, the law of 26 July 2013 on the separation and regulation of banking businessesestablishedGroupama SAas the central body of the network of agricultural insurance and reinsurance companies and mutuals (hereinafter the Groupama network). The General Meeting of 11 June 2014 modified Groupama SA’s bylaws to include in its corporate purpose its role as central body. In December 2015, Groupama was the first mutual insurer to launch the mutual insurance certificates authorised by the Social and SolidarityEconomylaw of July 2014.The regionalmutuals thus acquired the necessaryfinancial resourcesto invest in the territories and develop a new long-term, quality relationship with their members based on trust. As of the end of 2016, all the regional mutuals have issued mutual certificates. In April 2016, Orange and Groupama signed an agreement to develop an unprecedented 100% mobile banking product. In October 2016, the French and European regulatory and prudential authorities authorisedOrange’s acquisitionof 65% of the capital of Groupama Banque, renamed Orange Bank on 16 January 2017. The Orange Bank offering available in France since the second half of 2017 in the Orangedistributionnetworkwill also be distributedin the Groupama group’s networks in 2018. In December 2016, the “Sapin II” law on transparency, the fight against corruption, and modernisation of the economy was published, putting in place the legislativeframeworkrequiredfor the conversion of Groupama group’s central body into a mutual insurance company (SAM) with an implementation period of 18 months.

This purpose is outside the statutes and must therefore not be understood within the meaning of Article 1835 of the French Civil Code. (1)

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1 OVERVIEW OF THE GROUP

Organisation of the Group and Groupama Assurances Mutuelles

1.2

ORGANISATION OF THE GROUP AND GROUPAMA

ASSURANCES MUTUELLES

SIMPLIFIED LEGAL ORGANISATION CHART

Combined scope of consolidation

Groupama Assurances Mutuelles **

Consolidated scope

100%

Regional Mutuals *

Groupama Holding Filiales et Participations

Financial subsidiaries

French insurance subsidiaries

Local Mutuals

French services subsidiaries

International subsidiaries

* 9 regional mutuals in metropolitan France, 2 overseas mutuals, and 2 specialist mutuals. ** as reinsurer of the regional mutuals under a quota treaty, GMA cover around 30% of the portfolio of the regional mutuals

Reinsurance

GENERAL ORGANISATION

1.2.1

the activity of the regional mutuals, which is captured by the Internal Reinsurance mechanism. Groupama Assurances Mutuelles, a national agricultural reinsurancemutual, is a legal structure without capital, the central body of the Groupama network. Its main missions are as follows: to ensure the cohesionand proper operationof the organisations ❯ within the Groupama network; to exerciseadministrative,technical and financial control over the ❯ structure and management of the organisations within the Groupama network; to define and implement the Groupama group’s operational ❯ strategy, in consultation with the regional mutuals; to reinsure the regional mutuals; ❯ to direct all subsidiaries; ❯ to establish the external reinsurance programme for the entire ❯ Group; to prepare the consolidated and combined financial statements. ❯ The Company is governed with respect to its activities by the provisions of the French Insurance Code and the French Commercial Code and is subject to the supervision of the French Prudential Supervision and Resolution Authority (ACPR).

The Group has a governancemethod which empowers everyone involved within the organisation. Members elect their representativesat the local level (31,500 elected representatives), who in turn elect their representativesat the regional and national levels. The Directors, who are all policyholders of the mutual insurance company, control all the Boards of Directors of the entities within the mutual insurance group. They select the Managers, who handle operating activities. The elected representatives thus participate in all of the Group’s decision-making bodies, whether for local (2,750), regional (9 regional mutuals in metropolitanFrance, 2 overseasmutuals and 2 specialised mutuals), or national mutuals, through the Boards of Directors of GroupamaAssurancesMutuellesand its main direct or indirect subsidiaries. There are therefore two scopes within Groupama: the combinedscope, which includes all the entities of the Group ❯ and all of the activities of the regional mutuals; the consolidated scope of which Groupama Assurances ❯ Mutuelles is the parent company. In addition to the activities of the subsidiaries, its business lines include approximately35% of

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1 OVERVIEW OF THE GROUP

Organisation of the Group and Groupama Assurances Mutuelles

SIMPLIFIED ORGANISATION CHART OF THE GROUP’S MAIN SUBSIDIARIES

1.2.2

AS OF 31 DECEMBER 2020

GROUPAMA ASSURANCES MUTUELLES

100%

Groupama Holding Filiales et Participations

FINANCIAL BUSINESSES PROPERTY BUSINESS ACTIVITIES

INSURANCE

SERVICES

INTERNATIONAL

Italy

100%

Groupama Assicurazioni Spa

Gan Assurances

100%

100% (1)

Cofintex 2

100% (1)

FMB

100%

Romania

2.52%

100%

Groupama Asigurari SA

Groupama Immobilier

97.48%

Groupama Gan Vie

100%

French overseas

60%

Cofintex 6

Gan Outre-Mer IARD

100%

100%

40% (2)

Gan Patrimoine

Groupama Gan Reim

85%

Hungary

CapsAuto

Groupama Asset Management

100%

Groupama Biztosító

100%

100%

Gan Prévoyance

20.39%

Bulgaria

Rent A Car

Groupama Épargne Salariale

Groupama Zastrahovane (non-life)

100%

100%

Amaline Assurances

100%

Mutuaide Services

100%

100% (1)

Groupama Zhivotozastrahovane (life)

Cofintex 17

100%

100%

Mutuaide Assistance

24%

Greece

Compagnie Financière d’Orange Bank

Groupama Phoenix Hellenic Insurance Company SA

Société Française de Protection Juridique Groupama Assurance- Crédit & Caution

100%

100%

100%

Turkey

Groupama Investment Bosphorus Holding Anonim Sirketi

Orange Bank

100%

100%

99.5%

Günes Sigorta

Vietnam

100%

100%

Groupama Vietnam

Groupama Hayat

China

Tunisia

Groupama Avic Property Insurance Co.Ltd

50%

35%

Star

(1) Directly and indirectly. (2) Indirectly by Groupama Gan Vie. A more exhaustive list of the Group’s mainsubsidiaries is presented in Note 50 to thceonsolidated accounts.

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1 OVERVIEW OF THE GROUP Key figures

TIES BETWEEN THE VARIOUS

1.2.3

Relations betweenthe regionalmutualsand GroupamaAssurances Mutuelles are governed by: an internal reinsuranceagreementbetween the regional mutuals ❯ and GroupamaAssurancesMutuelleswith terms updated every year; a security and solidarity agreement between all the regional ❯ mutuals and Groupama Assurances Mutuelles (“agreement defining the securityand solidaritymechanismsof the Caissesde Réassurance Mutuelle Agricole”). This agreement is described in more detail in Note 45 – Related Parties – to the consolidated financial statements and is the subject of a special report from the statutory auditors on regulated agreements and commitments (see section 3.7).

GROUP ENTITIES

The subsidiaries are bound by capital ties. Subsidiaries indirectly and directly owned by Groupama Assurances Mutuelles are included in its consolidatedaccounts.Moreover, in exchange for a certain degree of operational autonomy, each of the subsidiariesis subject to the requirements and obligations defined by the GroupamaAssurancesMutuelles environment,particularly in terms of control.

1.3

KEY FIGURES

CONSOLIDATED SCOPE OF GROUPAMA ASSURANCES MUTUELLES

1.3.1

The following table shows financial disclosuresand ratios from the consolidated financial statements of Groupama Assurances Groupama Assurances Mutuelles consolidated accounts for the Mutuelles have been prepared in accordance with the IFRS as fiscal years ended 31 December 2018, 2019, and 2020. In adopted by the European Union.

accordancewith EC Regulation no 1606/2002of 19 July 2002 on the application of international financial reporting standards, the

2020

2019

2018

(in millions of euros)

10,628

10,658

10,649

Premium income/revenue (1)

of which France insurance

8,190

8,129

7,939

of which International insurance

2,245

2,357

2,537

of which financial and banking businesses

193

172

173

Combined non-life ratio (2)

99.8%

98.5%

100.1%

Economic operating income (3)

185

234

182

Net income, group share

49

104

319

Financial structure and soundness Group's equity

6,356

6,076

5,274

TOTAL BALANCE SHEET

95,035

93,571

88,506

Insurance premiums written and income fromfinancial businesses. (1) See glossary in this universal registration document (page 335). (2) Economic operating income equals net income adjusted foreralised capital gains and losses, long-term impairmenintcreases (3) capital gains and losses on financial assets recognised at fair value (aslluch items are net of profit sharing and corporate tax). Alsaodjusted are non-recurring items net of tax, impairment of value of business in force and impairment of goodwill (net otafx). and write-backs, and unrealised

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1 OVERVIEW OF THE GROUP Key figures

GROUPAMA COMBINED SCOPE

1.3.2

The following table shows financial disclosuresand ratios from the consolidationof the mutuals, including the Groupama Assurances Group’s combined financial statements. The combined financial Mutuelles capital ownership scope of consolidation.

statementswere prepared in accordancewith the IFRS as adopted by the European Union. It provides a view of the entire scope of

2020

2019

2018

(in millions of euros)

Premium income/revenue (1)

14,445

14,382

14,262

of which France insurance

12,011

11,857

11,556

of which International insurance

2,245

2,357

2,537

of which financial and banking businesses

189

168

169

Combined non-life ratio (2)

98.7%

97.0%

99.3%

Economic operating income (3)

306

413

298

Net income, Group share

177

345

450

Financial structure and soundness Group’s equity

10,704

10,238

8,884

Total balance sheet

104,702

102,861

96,833

Debt ratio (4)

26.9%

27.2%

28.4%

Solvency 2 margin (5)

244%

302%

297%

IFS Rating

Fitch Ratings

A

A

A-

Insurance premiums written and income fromfinancial businesses. (1) See glossary in this universal registration document (page 335). (2) Economic operating income equals net income adjusted foreralised capital gains and losses, long-term impairmenintcreases (3) capital gains and losses on financial assets recognised at fair value (aslluch items are net of profit sharing and corporate tax). Alsaodjusted are non-recurring items net of tax, impairment of value of business in force and impairment of goodwill (net otafx). Debt excluding cash of holdings, as a share of book value of Group’sequity excluding re-evaluation reserve (including subordinatelidabilities and minority (4) interests). Solvency 2 margin coverage, with transitional measure oGn roupama Gan Vie’s technical reserves. (5) On 19 March 2020, Fitch Ratings revised Groupama’srating outlook to “Stable” and affirmed its “A” rating, to take into account both the significant uncertainty created by the global coronavirus pandemic, which led to high levels of volatility in financmialarkets, and “Negative” on the French life insurance sector. On 19 May 2020, then on 29 September2020, the agency affirmed Groupama’s“A” rating and “Stable” outlook. The Fitch rating reflects Groupama’s ability to maintain strongcapitalisation and leverage as well as its highrlyobust business profile in the French insurance sector. and write-backs, and unrealised

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1 OVERVIEW OF THE GROUP Key figures

CONSOLIDATED SCOPE/COMBINED SCOPE DATA RECONCILIATION

1.3.3

Premium income ı

2020

2019

(in millions of euros)

Consolidated premium income/revenue

10,628

10,657

Premium income/revenue - regional mutuals

6,050

5,928

Internal transactions/operations:

Groupama Assurances Mutuelles

(2,222)

(2,193)

Groupama Gan Vie

(8)

(8)

Groupama Asset Management

(3)

(3)

Combined premium income/revenue

14,445

14,381

Net income ı

2020

2019

(in millions of euros)

Consolidated net income

49

104

Net income - regional mutuals

150

239

Net income - Groupama Assurances Mutuelles

(22)

16

Net income - Amaline

0

(14)

Consolidated net income

177

345

1.3.4

ALTERNATIVE PERFORMANCE

The combined ratio is the sum of the all-years loss experienceand the rate of operating costs. The all-years net loss experience is the ratio between underwriting expenses for all years, gross of reinsurance, plus the reinsurance balance and earned premiums, gross of reinsurance. The rate of operating costs is the ratio between operating general expenses and earned premiums, gross of reinsurance. The combined non-life ratio relates to the non-life business.

INDICATORS (API)

The economic operating income and the combined non-life ratio are alternative performance indicators (“API”) in the light of the ESMA guidelines and the AMF position published in 2015. These alternativeperformanceindicatorsare used by the Group to analyse operational developments, the financial performance and financial situationof the Group and provide investorswith additional informationdeemed useful and relevant with regard to the Group’s results. 1.3.4.1 Definitions Economic operating income equals net income adjusted for realised capital gains and losses, long-term impairment provision allocations and write-backs,and unrealisedcapital gains and losses on financial assets recognisedat fair value (all such items are net of profit sharing and corporate income tax). Also adjusted are non-recurring items net of corporate income tax, impairment of value of business in force, impairmentof goodwill (net of corporate income tax), and external financing expenses.

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1 OVERVIEW OF THE GROUP Key figures

Reconciliations 1.3.4.2 The reconciliation of economic operating income and the combined non-life ratio with the line of the financial statements of the corresponding period or its subtotal or the nearetsottal is presented in the tables below.

2020

2019

2018

Groupama combined scope

306

413

298

Economic operating income

Net capital gains realised (1)

118

354

351

Allocation to reserves for long-term impairment (1)

(32)

(71)

(7)

Gains or losses on financial assets recognised at fair value (1)

45

9

(25)

Other expenses and income

(85)

(110)

(109)

Financing expenses

(49)

(63)

(57)

Net income from discontinued business activities

0

(4)

(2)

Goodwill impairment

(125)

(183)

0

Net income

177

345

450

Consolidated scope of Groupama Assurances Mutuelles

2020

2019

2018

Economic operating income

185

234

182

Net capital gains realised (1)

70

297

287

Allocation to reserves for long-term impairment (1)

(22)

(67)

(3)

29

(9)

(2)

Gains or losses on financial assets recognised at fair value (1)

Other expenses and income

(38)

(102)

(86)

Financing expenses

(49)

(63)

(57)

Net income from discontinued business activities

0

(4)

(2)

Goodwill impairment

(125)

(183)

0

Net income

49

104

319

Amounts net of profit sharing and corporate tax. (1)

Groupama combined scope Non-life insurance

2020

2019

2018

All-years net loss experience

70.9%

69.5%

71.6%

Operating expense ratio

27.8%

27.5%

27.7%

Combined ratio

98.7%

97.0%

99.3%

Consolidated scope of Groupama Assurances Mutuelles Non-life insurance

2020

2019

2018

All-years net loss experience

71.1%

70.7%

72.5%

Operating expense ratio

28.6%

27.8%

27.6%

Combined ratio

99.8%

98.5%

100.1%

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1 OVERVIEW OF THE GROUP Strategy

1.4

STRATEGY

Pillar 3: Groupama: a leading brand The objective of this pillar is to promote the Groupama brand throughout our territories and to make it a true strategic financial asset. This includes improving communicationaround our actions on the ground by involving our networks of elected representatives and employees, who form a real community of ambassadors. Pillar 4: Developing our industrial model to make it more efficient The continuous improvement of our industrial model should allow the Group to control its operatingcosts while offeringbetter service quality to our customers. This means greater (i) commercial efficiency with the optimisation of our distribution networks and (ii) operational efficiency with a view to simplifying and digitising operating processeswhile creating synergiesbetween the Group’s various companies. Pillar 5: Mobilising talent to serve our customers and Group’s transformation To ensure that the strategic plan’s implementation is a collective success, mobilising the Group’s lifeblood to benefit all is essential. Every day, our energy and talent contribute to strengthening our customer-centric approach.The recent period is a perfect example: all employees stepped up by fully playing their role in uncertain circumstances, which required them to be available, responsiveness,and vigilant. This involvementenabled Groupama, an essential service operator and committed mutualist player, to hold its own by ensuring the continuityof its businesses,especially by shifting 97% of the employees to teleworking starting from the first lockdown and by continuing to deploy projects. AN INSURANCE SECTOR IMPACTED BY THE HEALTH AND ECONOMIC CRISIS Beyond the shock of 2020, the crisis will have a significant impact on the insurance sector in the coming years. The Groupamagroup is equipped to continue facing it while offering the best service quality to our customers.Our core businessesare significantlymore resilient than the market, and our investmentsin recent years have given us substantial competitive advantages to meet the expectations and opportunities created by this crisis: a dense and dynamic institutional network; ❯ a presence across all distributionchannelswith one of the most ❯ extensive networksin Franceand a websiterecognisedas one of the most complete;

The Groupamagroup’sstrategy is based on five pillars of long-term transformation.Bolstered in the current environment, these pillars support the achievement of our corporate purpose.

OUR CORPORATE PURPOSE

The transformation of Groupama SA into Groupama Assurances Mutuelles in June 2018restored the Group’sconsistencybased on three levels of mutualisation:the local mutual, the regional mutual, and the national mutual. The Groupama group is thus demonstratingits commitment to its mutual insurancebackgroundand to the humanvalues of solidarity, accountability, engagement, and optimism to use them in an ambitious economic venture for its members and customers to enable as many people as possible to build their lives with confidence. Two major strategiescontribute to the expressionof our corporate purpose: reinventing the way we help our customers build their lives with ❯ confidence; becoming a centre for consolidation of mutual insurance in ❯ France.

OUR FIVE PILLARS OF TRANSFORMATION

The Group’s strategic plan is based on five pillars of long-term transformation:

Pillar 1: Rekindling the customer relationship Customer satisfaction is at the heart of the Group’s concerns. It is both a mutualist requirement and a commitment from each of our companies. Ranking among the top 3 favourite insurers in France requires establishing a unique, differentiating relationship with our customers based on proactive advising. The crisis led us to make this approacha top priority in 2020. This year, 1 millioncalls will be made to support our customers, especially those considered particularly vulnerable to health and economic effects. Pillar 2: Growth drivers through services Speedingup our developmentin services is a priority. Our ambition is to support our customers with comprehensiveservice solutions to supplement our traditional insurance products and covers, like Groupama Habitat Protect remote surveillance.

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importance of (i) accelerating certain projects to achieve our ambitions: strengthening the relationshipof trust with our customers(quality, ❯ proactiveness, and clarity of the offered solutions); accelerating the transformationand digitisation of the insurance ❯ ecosystem (“phygital” pathway, self-care); and (ii) remaining focused on preserving the profitability of our business lines (low interest rate environment,climate change, new risks).

a market-leadingposition on the P&C and health and individual ❯ protection markets; strong, complementarybrands, enablingit to addressall types of ❯ customers; an extensive range of insurance and banking products and ❯ services, enabling it to cover all of our customers’ needs; an international network. ❯ Building on its strengths, the Group has reconfirmed its long-term strategy while undertaking certain tactical efforts. The crisis has tested the robustness of our five pillars and has highlighted the

1.5

HUMAN RESOURCES

SOCIAL POLICY

1.5.1

Since the end of 2017, the Groupama group has invested in significantly enhancing the reputation and attractiveness of its employer brand to facilitate recruitment, engage and retain its employees, and thus anticipate and prepare for the future. With this in mind, the Group’s new employer brand has been deployed, becoming one of the pillars of the Groupama brand’s global communication. It is in line with a desire for consistency between all communicationactions to support the Group’svisibility, while effectively serving the recruitment needs of thceompanies. For greater impact, the Group’s communications feature its employees, who provide living proof through their personalitiesand their responses to the needs of our customers: “That’s what it means to be a true collaborator”. The sourcing system has been enhanced with programmaticmarketingcampaigns,conductedon social networks and the Web in general, which aim to make us known to active or passive (not yet actively searching) candidates. In 2020, the Group also organised a fully online recruitment event campaign, “Nos Vraies Rencontres”, for work/study candidates in April and for experienced candidates in June/July, serving seven companies,which attractednearly 3,000 unique online visitors and 429 applications,ensuring high visibility even in the circumstances of this unprecedented year. The objectiveof these various actions is to best target the suitability of the position/profile in order to be more efficient in sourcing candidates. Our career website groupama-gan-recrute.comhad 218,209 hits in 2020 and received 177,904 applications in one year. This qualitative investment in the Group’s attractiveness is also verified in view of the integration work by ensuring the loyalty of employees starting from or even before their arrival. Like the Group’s other companies, Groupama Assurances Mutuelles has overhauled its integration process with a one-year course offered to all new employees. The revised orientation session provides newcomers with further information about the Group and their company and creates relationships between the participants. Similarly, the “WelcomeApp”, a mobile app for newcomers, creates a link with employeesas soon as the contract is signed and offers, before their actual arrival, an interactive introductorycourse to learn about the values, history, and projects of the Group and Groupama Assurances Mutuelles.

To meet its strategic ambitions, improve its performance, and therefore meet the expectations of its customers, Groupama invests in people. The principlesof the human resourcespolicy are shaped by the Group’spurpose, based on social responsibilityand made possible by the engagement of its 30,974 employees. As of 31 December2020, GroupamaAssurancesMutuellesand its subsidiaries had 12,717 employees. The Group Human Resources Department manages and coordinatescorporatepolicies and programmesand is at the head of the HR functional reporting line in accordance with the established distribution of responsibilities between the Group HR Department and the company-level HR Department. Each company in the Groupama Assurances Mutuelles scope of consolidationmanages its human resourcesand its social policy as locally as possible, in line with the policy principles and the overall strategy defined for the Group. To cope with the health crisis, the Group/companycohesion has been strengthened, thanks to ongoing coordination between the HR Directors who are members of the HR Operational Committee and betweenthose in the Paris area as well. This mobilisationmade it possible in particular to provide uniform legal analyses and harmonised, equitable responses to all employees. This teamworkand the exchangeof good practicesare reflected in the very heart of the HR operational activities, and much has been done since the beginning of the crisis. Beyond the digitalisationof recruitment and integration processes, the training modules were switched to remote mode, communication was significantly developed (broadcasts, podcasts, and messages from Senior Management,regular newsletters),and the early deploymentof the Digital Collaborative Space solutions enabled all meetings to be held remotely. In 2020, the consolidatedcompanieshired 1,104 employeesunder permanent contracts (excluding 9 transfers and 88 secondments), including 676 in France, to strengthen their sales networks and customer relations platforms and to reinvigoratetheir management and expert teams as well as the auditing, internal control, and steering functions: 14.6% of new employeesare under 26 years of age, 10.8%are 50 and over, and 18.3%of new hires resulted from the conversion of fixed-term contracts into permanecnot ntracts.

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Group training is the third component of the CERH. In 2020, the Group’scompaniesin France investedmore than 698,747hours of training (all modes combined) for all employees, representing around 29.57 hours of training per employee. The investment represents more than €26.5 million for its combined scope. In qualitative terms, regulatory training (GDPR, Anti-Corruption, Cyber-Security) represents a significant share of the training provided at the Group level. In addition, national programmeswere launched in 2020, such as the community pathways for Pros sales advisors (Synergie Formation), the Project Experts Programme (PEP) for project Managers, Health Managers as part of the Nougats Programme, and the IT migration of all employees to the digital collaborative space (DCS). For all of the Group’s companies, “Mon Université” hosts all the steps of the training production chain: from collecting training needs to evaluating training as well as the reporting and management tools necessary for the activity. The Group has also reinforced its cyber-risk protection mechanisms by rolling out training (e-learning) on cyber-security and preventivemeasures to all its employees.Similarly,with regard to the prevention of risks of bribery and influence peddling, the Group is committed to raising awareness among all its employees. To give meaning and to strengthen the ownership of the Group’s strategic guidelines and employee participation in their operational implementation, the Vision programmecontinuedto be deployed in 2020. The “Priorities 2021” day brought together more than 1,000 executives and Senior Managers online in September 2020, a highlight contributingto the commonmanagementculture, both by promoting achievements in the companies and sharing new ways of working and managing to serve employee engagement and recognition. Furthermore, 31 Senior Managers attended the “Talent and Skills” training modules, and 70 future Group Directors participatedin the Directors Leadership Programme, which provides them with training modules or news days to prepare them to hold strategic positions. Through the new promotionof the ExecutiveLeadership Program, 15 leaders are expected to develop their individual and cross-functional leadership, helping them to act confidently in complex and changing situations. In order to identify and build the loyalty of the talent necessary for the Group and its companies, the “GroupamaTalents” application is offered to all categories of employees across all entities, each conducting their employee review. In the particular context of 2020, the HR Operational Committee worked to build a new HR dynamic guided by three imperatives: supporting management, developing skills in a changing environment, and building a common vision of the professional world of tomorrow, able to meet individual expectations while preserving the interests and functioning of the Group.

It has also been deployedin other companies(GroupamaNord-Est, Groupama Loire Bretagne, Groupama Paris Val de Loire, Groupama Gan Vie, and G2S). A similar “WelcomeBack” app was used when the lockdownwas lifted in May 2020 to facilitate the return of GroupamaAssurances Mutuelles employees to the site, allowing everyone to access all useful data from their mobile phone: good habits to be adopted (charter of good conduct,wearinga mask, process if contamination is suspected, etc.), important information (how to access the premises or organise meetings, cleaning measures, travel, etc.), contacts (security control room, Workplace Health Department, Covid-19coordinators,HR contacts, logistics, etc.), and FAQ. With nearly 750 downloads, it was a real success when employees returned to the site. Mobility (geographical and/or functional) is a driving force behind the performanceof the employees and the Group companies and involved more than 1,524 employeesin France in 2020. The Mouvy intranet, the internal online recruitment site open to all Group employees in France, recorded 3,686 applications in 2020. A unanimously signed addendum was added to the Group agreement on inter-companytransfers in June 2014,reinforcingthe mechanisms in place: improved support, better publication of job ads on Mouvy, reduced time frames for transfers, etc. With regard to the end of employmentcontracts, the consolidated companies had 1,396 departures of permanent employees (excluding 93 transfers), including716 in France,which break down as follows: 37.2% resigned, 20.1% retired, 15.5% were laid off, 13.5% left during their probation period, 8.8% had contract terminations, 3.1% left under a voluntary redundancy plan, and 1.7% died in service. Outside France, 680 employees under permanent contracts left: 62.8% terminated their contract, 22.6% resigned, 10.0% were laid off, 4.4% retired, and 0.1% died in service. As of the end of 2020, the CERH handled payroll (including withholding taxes), HR studies, time management, and administrative and reporting management for 18 entities, representingaround 110,000payslipsproducedper year, including 82% digitised issued via the electronic safe made available to employees. The regulatoryobligationsof the assistanceagreementand Syntec have been configured in the CERH’s HR information systems to manage the payroll of SFPJ in 2020, after integrating Mutuaide, CapsAuto, and SDGAC in 2019. The recovery in Amaline’s target payroll tools will be effective starting 1 January 2021. Integrations into the CERH of the HR Studies functionsof the entities continued at the rate of the resumption of the Payroll functions. In 2020, 61,572 documents were filed through Electronic Document Management(EDM) by all the HR functions. There were 7,811 electronic signatures, 3,236 of which were amendments regarding teleworking.The HR functions use document digitisation tools on a daily basis. The Link “payroll tool change” project began in October 2020on the payroll scope of the nine metropolitan regional mutuals and Groupama Océan Indien with the objective of optimising IT costs (annual gain of €1.2 million),harmonisingpayroll rules, and sharing business line procedures.

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favour of professional gender equality in terms of compensation, pay increases, promotions, and access to senior positions. These results demonstratethe Groupamagroup’s proactive action for many years in ensuring equal pay for women and men, particularly in the context of collective agreements and the “Mentoring for women” initiative, which launched its third edition in 2020. Which has created a real dynamic for potential employeesin connectionwith the work on talent managementand the inclusion of women in senior management. In France in 2020, on the consolidated scope, the Group achieved its objectives of 48.8% women in managerialpositions(comparedwith 48.9%at the end of 2019) and 30.4% women in executive positions (compared with 23.1% at the end of 2019), since 73.8% of transitions to the executive category involved women. Groupama continued its commitment within the “Collective of French Companies in favour of a more Inclusive Economy” and its local adaptations,marking its commitments in terms of continued training of employees and inclusion of young people through apprenticeship. With regard to apprenticeship,our actions are strongly consistent with our commitments,since the rate of conversion of work/study training contracts in France on the consolidatedscope (82 in 2020) to a fixed-term contract or a permanent contract was 21.3% in 2020 compared with 23.5% in 2019. In terms of diversity, in line with the commitmentto the “Manifesto for the inclusion of people with disabilities in economic life”, the Group maintainedits recruitmentefforts (54 in 2020 comparedwith 50 in 2019) and its responsible purchasing policy. Over a seven-year period, more than 450 employees with disabilities were recruited (permanent and fixed-term contracts, training contracts,or as temporaryworkers) by the Group’s French companiesin the frameworkof this long-termcommitment.For the overall group, there were 1,080 employeeswith disabilitieson staff as of 31 December 2020. At European level, industrial dialogue is conducted within the European Works Council, in which all of the Group’s European subsidiaries (Italy, Greece, Hungary, Bulgaria, Slovakia, and Romania) are represented. The European Works Council (EWC) continued its discussions about rapid technological developments, their implications on changes in professions, or working methods in the health crisis context. Moreover, in 2020, for the eighth year, the Group HR Department carried out information production projects, in particular social information, in the consolidated companies, relating to the Declaration of Extra-Financial Performance obligations (order and decree of 2017 modifying the application of the Grenelle 2 law), which, after an audit and verification by the statutory auditors, obtained the certification of conformity and integrity of the produced information. Groupama thus offers all its employees a social and human plan over the long term, consistent with its purpose and values.

This forward-lookingwork is highly consistent with the HR policy priority of working well together and ensuring a work/life balance. Although it was a massive response to the crisis with the teleworking of 97% of employeesin France starting in March 2020, teleworking was already widely deployed in advance. This plan continued to grow (7 out of 9 regional mutuals, 8 subsidiaries,and the entire UES), in particular at Groupama Assurances Mutuelles: As of the end of 2017, 400 employees worked remotely. Three years later, 990 or 85% of the workforce worked remotely. With respect to the collectivewages policy, profit-sharingmeasures are in place in all Group companies in France. At the consolidated level, more than €27.7 million(9,328 beneficiaries)and €5.4 million (1,905 beneficiaries) respectively was paid out for profit-sharing schemes in 2020. As such, in an economicenvironmentthat is both constrainedand uncertain, the wage policy in 2020 made it possible to maintain a good level of compensation competitivenesrselative to the market. For the second consecutive year, most of the Group’s entities granted “Macron bonuses”. This measure covered approximately 80% of UDSG and UES staff. In addition, in keepingwith a responsibleemployerapproachand in response to the outlook for pension plans, Groupama once again increased the employer contributionto the “1.24%” supplementary pension plan by 0.10 points, bringing it to 1.44% starting in January 2020, for an increase of 0.2 points in two years. This option was also adopted for the Gan entities, increasing the contribution to the branch plan from 1% to 1.20%. In savings/pensions, the transformationof the PERCO into PERCOL on 1 January 2020 offered the opportunity for employees to make voluntary deductible contributions from taxable income. In France, the consolidatedcompaniesare principally regulated by the Collective Insurance Companies Agreement (covering 87% of employees), with the other companies regulated by agreements covering their own business lines (banking, support, etc.). Contractual provisions are supplemented by inter-company or company agreements, especially with regard to the organisation and duration of work as well as pension and protection insurance schemes. At the Group level, industrial dialogue is managed in France within the Group Committee and the Industrial Dialogue Commission (a negotiatingbody). It was active in 2020, notably in the management of the health crisis, the continuationof SWP negotiations,and the signing of agreementssuch as the UES agreement on the right of expression. With regard to professional gender equality, for the second consecutiveyear, the companiesof the Groupamagroup published the equal pay index resulting from the law for the freedom to choose one’s professional future of 5 September 2018. Its 22 companieswith more than 50 employeesobtainedequal pay for women and men indexes between80/100 and 99/100,most of them up from the previous year. These results demonstrate the continuedmobilisationof the Group’s companiesfor many years in

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