GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

Composition of the General 8.1.2.27 Meeting (Article 27)

Operation of the Mutual Insurance Advisory Board (c) The Mutual Insurance Advisory Board meets at least four times a year whenever convened by the Chairman or, if the Chairman is unavailable, by the Deputy Chairman or a Vice-Chairman. Each member has one vote, with the exception of associate members, who serve only in an advisory capacity. No one can be represented within the Board or vote by proxy. Resolutions are adopted by a majority vote othf e sitting members. An attendancesheet is establishedfor each meeting of the Mutual Insurance Advisory Board. The deliberations are recorded in minutes kept in a register and signed by the Chairman and the secretary of the meeting. The Board may temporarily or permanently establish within itself any committeeor task force responsiblefor studying or monitoring a topic related to its missions, and, more generally, call on anyone whose qualificationswould be useful in sheddinglight on its work in these committees or task forces. Similarly, to contribute to its discussions, the Board of Directors or the ExecutiveBoard may hear from the Chief ExecutiveOfficer of a member mutual assigned to a task on a particular subject by the national mutual. Depending on the subject, the Chairman may decide to invite a representative of one or more professional organisations representing the different categories of members of the local mutuals to attend the Mutual Insurance Advisory Board as an auditor. The Board of Directors prepares an annual activity report and a report on the plan of projectedactions, which are presentedat the annual General Meeting. The Mutual InsuranceAdvisoryBoardmay be informedof the main measures taken pursuant to the provisionsrelating to the operation of the Group and the network, in particular those relating to the rules for appointmentand dismissal of Chief ExecutiveOfficers and dismissal of Board of Directors of member mutuals and local mutuals. Allowances for performance of duties (d) The duties of a memberof the Mutual InsuranceAdvisoryBoardare performed free of charge. However, in their capacity as mutual insurance representatives,the Board of Directorsmay decide to grant allowances to members of the Mutual Insurance Advisory Board, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodation, and childcare expenses. Internal bylaws (e) The Mutual Insurance Advisory Board adopts internal bylaws specifying the measures for applying title V of these bylaws. Statutory auditors (Article 26) 8.1.2.26 Control is exercised by one or more acting statutory auditors appointed and exercising their duties in accordance with the law.

The General Meeting is composed of the delegates appointed by the Boards of Directors of the member mutuals from among their membersor among the membersof the Boards of Directorsof the local agricultural insurancemutualswithin their district; it represents all of the member mutuals, and its decisions are binding on all of them, even those that are neither present nor represented. Each delegate shall have one vote. Each member of the Board of Directorsshall attend this meeting in an advisorycapacityunless he/she is not the delegateof a member mutual, in which case he/she shall have a right to vote. The Chief Executive Officer, the Deputy Chief Executive Officer (where applicable),and all other membersof the managementstaff authorised by the Chairman of the Board of Directors attend the General Meetings in an advisory capacity. Each member mutual is entitled to a delegate to the General Meeting. Mutuals whose ceded contributions exceed 10 (ten) million euros without exceeding100 (one hundred)million euros are entitled to 4 (four) delegates. Mutuals whose ceded contributions exceed 100 (one hundred) million euros are entitled to 25 (twenty-five) delegates. Any delegate who is a member of the General Meeting may be represented by anothermember delegateof that meetingholding a proxy; however, no delegate may represent more than five members of the General Meeting. Meeting notices - Agenda 8.1.2.28 (Article 28) The Board of Directors may convene a General Meeting at any time. The General Meeting is called by a simple letter sent to the chairmen of the member mutuals at least fifteen days before the date of the meeting. Meeting notices must mention the agenda. Meetings are held at the corporate headquarters or at any other location defined in the notice convening the meeting. The agenda of each meeting is decided by the Board of Directors. It contains only matters coming from either the Board of Directors or a member mutual, provided that this mutual communicatedits request at least twenty days before the meeting. The meeting may deliberate only on the items on the agenda. The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice-Chairman of the Board of Directors or, failing that, by a Director appointed by the Board of Directors. The General Meeting appoints two vote tellers from among the delegates. The Executive Board of the General Meeting thus composed appoints the secretary, who may be chosen from outside the delegates. Composition of the General 8.1.2.29 Meeting (Article 29)

317 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES