GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

Admission (Article 6) 8.1.2.6 Agricultural Reinsurance Mutuals establishedin the form of a trade union in accordancewith Article L. 771-1of the French Rural and Maritime Fishing Code and governed by Articles L. 322-26-4and L. 322-27 of the French InsuranceCode are eligible to subscribeto these bylaws. In order to be admitted and to remain members, these mutuals must: subscribe to and comply with the terms of the reinsurance ❯ agreement referred to in Article 7; comply with the provisions of Articles L. 322-27-1 and ❯ L. 322-27-2 of the French Insurance Code relating to the network; subscribeto and observe the terms of the agreementon security ❯ and solidarity plans referred to in Article 8; have bylaws approved by the national mutual, which may ❯ approve only the district of a membermutual, i.e. , whollyor partly in common with that of one or more other member mutuals, without their approval. Admission shall take place by decision of the Board of Directors, which decides without being obliged to disclose the reasons for its decision. The minimum number of member mutuals is fixed at seven. 8.1.2.7 The membermutuals undertaketo reinsure all their operationswith the national mutual, which undertakesto accept them, pursuant to General ReinsuranceRegulations constituting a reinsurance treaty between the national mutual and each of the member mutuals. The General Reinsurance Regulations must allow the national mutual to receive a sufficient contributionfor proper compensation of the risks taken on and the fulfilment of its commitmentsand the ceding mutuals to receive reinsurance taking into account their needs, their situation and the nature of their operations. They include a clause providing for the substitutionof the national mutual for each reinsured mutual exempt from administrative approval in accordance with Article R. 322-132 of the French InsuranceCode for all operationsof these mutuals. They shall also define the circumstancesunder which the Board of Directorsof the national mutual may set the insurance rates for a reinsuredmutual exempt from administrative approval. The General Reinsurance Regulations are established by a reinsurance agreement between the national mutual and the member mutuals. The member mutuals agree to decide on amendments to the General ReinsuranceRegulationsby a majority and to complywith this collectivedecisionunder the conditionsset out in this agreement. Reinsurance (Article 7) Security and solidarity plans 8.1.2.8 (Article 8) The national mutual and the member mutuals undertake to participate in a reciprocal financial solidarity plan guaranteeing the required solvency capital cover rate for each of the member mutuals and the national mutual.

An agreement between the national mutual and the member mutuals establishesthe terms of this financial solidarityplan as well as the other arrangements ensuring the security of the management and the financial balance of the network. The member mutuals agree to decide on amendments to this agreement by a majority and to comply with to this collective decision under the conditions provided for in this agreement. Exclusion (Article 9) 8.1.2.9 If a member mutual fails to fulfil its obligations arising from these bylaws and, in particular, its obligationsthat determinethe capacity of member under Article 6above, the GeneralMeetingmay declare its exclusionby a decisiontaken under the conditionsestablishedin Article 30. Before proposingthe exclusionof a membermutual to the General Meeting, the Board of Directors shall hear from the Chairman and the Chief Executive Officer of that mutual and explain to them the reason(s) justifying the considered penalty. The member mutual shall be notified of these reasons before the General Meeting early enough to allow it to defend itself. The reasons shall also be mentioned in the notice of meeting. Notification of the General Meeting’s decision shall be sent to the mutual concerned by registered letter, and the effect of the reinsurance shall cease on the date fixed by the General Meeting. The period between the notification of the exclusion and the cessation of the reinsurance may not be less than three months. With respect to current contracts of reinsured mutuals with a substitution clause, the national mutual’s guarantee shall be maintained until their normal expiry. The national mutual shall inform the ACPR and the competent authorities of the exclusion decision as soon as it is notified to the mutual in question as well as any other case of cessation of reinsurance as soon as it has been notified of this itself. The cessation of any reinsurance of a mutual with the national mutual shall automaticallystrip it of its status as a member mutual without the need for the General Meeting to pronounce its exclusion. Initial capital (Article 10) 8.1.2.10 The national mutual’s initial capital is set at €3,617,878,996.80. This capital was funded by the issue of 411,824,587 mutual certificates with a par value of 8.785 euroseach, resulting from the conversion, pursuant to law no. 2016-1691of 9 December 2016, of the shares held by the membermutuals in the Companywhen it had the form of a public limited Company.

311 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES