GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Sections 3.1.to 3.3. belowconstitutethe corporategovernancereport. This report, whichwas approvedby the GroupamaAssurances Mutuelles Board of Directors in its meeting of 11 March 2021, is based on the information compiled under the authority of the Groupama AssurancesMutuelles ExecutiveManagement.It describes the corporate governanceof GroupamaAssurancesMutuelles and the rules used to determine thecompensation and benefits of any kind grantetdo corporate officers.

DISCLOSURES ON CORPORATE GOVERNANCE

3.1

BOARD OF DIRECTORS

3.1.1

As of 31 December 2020, the membership of the Board of Directors was as follows: Chairman: Jean-Yves Dagès ❯ Vice-Chairman: Jean-Louis Pivard ❯ Directors: Representing the member mutuals: Daniel Collay ❯ Jean-Pierre Constant ❯

Membership 3.1.1.1 Groupama AssurancesMutuelles (“the Company”) is administered by a Board of Directors made up of 15 members, including: 13 Directors appointed by the Ordinary General Meeting: ❯ 9 natural personsrepresentingthe membermutualshaving the ■ position of Chairman of the Board of Directors of their mutual, 4 Directors elected for their qualificationswho have the status ■ of IndependentDirectorsas defined by the AFEP-MEDEFtask force and in the internal bylaws of the Board of Directors (see appendix 4 of section 8.1.3.4); 2 Directors elected by Company employees. ❯ During the 2020 fiscal year, its membership was modified following: the co-optation of Jérôme Moy on 13 May 2020 to replace ❯ Michel L’Hostis. The ratification of his appointment occurred during the General Meeting of 18 June 2020; the appointment on 18 June 2020 of Sylvie Le Dilly to replace ❯ Marie-Ange Dubost; the co-optation of Elie Harari on 1 July 2020 to replace Bruno ❯ Rostain. The ratification of his appointmentwill be submitted to the General Meeting of 17 June 2021. In addition, in view of the upcomingexpiry of the terms of office of the two Directorselected by the employees, IsabelleChasseur and Christophe Mercier were elected as Directors representing the employees, respectively replacing Liouba Ryjenkova and Thierry Chaudon, and took office on 1 October 2020.

Walter Guintard ❯ Sylvie Le Dilly (1) ❯ Jérôme Moy (2) ❯

Laurent Poupart ❯ François Schmitt ❯ Chosen for their qualifications: Isabelle Bordry ❯ Ada Di Marzo ❯ Caroline Grégoire Sainte Marie ❯ Elie Harari (3) ❯ Employee representatives:

Isabelle Chasseur ❯ Christophe Mercier ❯ Representing the Social and Economic Committee: Catherine Guibert ❯ Secretary of the Board: Cécile Daubignard ❯ The average age of the Directors is 56. The General Meeting of Groupama Assurances Mutuelles did not use the authority provided for in Article 21of the bylaws to appoint non-voting Directors.

At its meeting of 18 June 2020, the General Meeting appointed Sylvie Le Dilly as Director to replace Marie-Ange Dubost. (1) During the meeting of 13 May 2020, the Board of Directors co-opted Jérôme Moy to replace Michel L’Hostis. His co-optation was ratified by the General (2) Meeting of 18 June 2020. During its meeting of 1 July 2020, the Board of Directors co-opted Elie Harari to replace Bruno Rostain. This co-optation will be submitted to the General (3) Meeting of 17 June 2021 for ratification.

30 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES