GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

7 FINANCIAL STATEMENTS

Statutory auditors’ report on the annual financial statements

7.4

STATUTORY AUDITORS’ REPORT ON THE ANNUAL

FINANCIAL STATEMENTS

This is a free tanslation into English of the statutory auditors' report on the annual financial statements issued in French and is provided solelyfor the convenienceof English speaking readers. This report should be read in conjunctionwith, and construed in accordancewith Frenchlaw and professional auditing standards applicable in France. (Fiscal year ended 31 December 2020)

PricewaterhouseCoopers Audit 63, rue de Villiers 92208 Neuilly-sur-Seine Cedex

MAZARS Tour Exaltis 61, rue Henri Regnault 92400 Courbevoie

Dear Members,

OPINION

In compliancewith the assignment entrusted to us by your General Meeting, we performedan audit of the annual financial statementsof Caisse Nationale de Réassurance Mutuelle Agricole Groupama for the fiscal year ended31 December 2020, as attached to this report. We certify that, in accordancewith French accounting rules and principles, the annual financial statements are truthful and in order and present a fair pictureof the operatingprofits and losses for the past fiscal year as well as the Company’sfinancial situationand assets at the end of said fiscal year. The above opinion is consistent with the content of our repotort the Audit and Risk Management Committee.

BASIS OF THE OPINION

Audit reference standard We conductedour audit in accordancewith the professional standards applicable in France. We believe that the informationwe collected and on which we founded our opiniown as sufficient and appropriate. Our responsibilitiesaccordingto these standardsare described in the section “Responsibilitiesof the statutory auditors relating to the audit of the annual financial statements” of this report. Independence We conductedour audit in accordancewith the rules of independenceprovided for in the FrenchCommercialCode and in the professional Code of ethics for statutory auditors over the period from 1 January 2020to the issue date of our report. In particular, we did not provide any services prohibited by Article 5p,aragraph 1, of Regulation (EU) No. 537/2014.

JUSTIFICATION OF OUR ASSESSMENTS–KEY POINTS OF THE AUDIT

The global crisis due to the Covid-19pandemichas created special conditions for the preparationand audit of the accounts for this fiscal year. This crisis and the exceptionalmeasures taken in connectionwith this health emergencyhave multiple consequencesfor companies, particularly on their activity and financing, as well as increaseduncertaintyabout their future prospects.Some of these measures, such as travel restrictions and teleworking, havaelso had an impact on the internal organisation of companiaensd the way audits are conducted. It is in this complex and evolvingcontext that, pursuant to the provisionsof Articles L. 823-9and R. 823-7of the French CommercialCode relating to the justification of our assessments, we bring to your attention the key points of the audit relating to the risks of material misstatement that, in our professionaljudgement,were the most significantfor the audit of the annual financial statementsfor the fiscal year, as well as our responses to these risks.

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Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES