GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

Quorum and majority (b) The General Meeting’sdeliberationsare valid if at least one quarter of the delegates, representingat least one quarter of the member mutuals, are present or represented. If it does not meet this number, it shall be convened again on the same agenda in the manner and within the time periods prescribed by Article 28; its deliberations shall be valid regardless of the number of delegates present or represented. Decisions shall be taken by a majority vote of the delegatespresent or represented. However, the exclusion of a member mutual shall require a two-thirds majority of the delegates present or represented by a secret ballot. Deliberations of the Extraordinary 8.1.2.31 General Meeting (Article 31) Subject matter of deliberations (a) The General Meetingmay amend the bylaws in all their provisions. It may decide on the early dissolution of the national mutual. Quorum and majority (b) The General Meeting’s deliberationsare valid if at least one half of the delegates, representing at least one half of the member mutuals, are present or represented. If it does not meet this number, it shall be convened again on the same agenda in the manner and within the time periods prescribed by Article 28; its deliberations shall be valid if at least one third of the delegates, representing at least one third of the member mutuals, are present or represented. Decisions shall be taken by a two-thirds majority vote of the delegates present or represented. Except in the case of an extension approved by the Extraordinary General Meeting, the nationalmutual shall be dissolvedon expiry of the term set by the bylaws. Dissolutionmay also occur at any time by decision of the Extraordinary General Meeting. The Meetinggoverns the methodof liquidationand appointsone or more receivers and defines their authority. The receivers shall exercise their duties in accordance with the law. Once all senior, secured, and subordinated creditors have been repaid, the mutual certificatesshall be reimbursedat the par value of the certificate, minus, where applicable, the amount of the application of the losses against the initial capital, it being specified that prior to this reduction, the losses shall be applied against the reserves. After the corporate liabilities have been settled and the mutual certificates have been repaid, any net assets shall be allotted to the member mutuals in proportion to the mutual certificates that they held before repayment. Dissolution - Liquidation 8.1.2.32 (Article 32)

An attendancesheet is preparedand then certifiedby the Executive Board. The deliberationsof the meetingare recorded in minutes entered in a register and signed by the Chairman and the Secretary of the meeting. Copies or extracts of the minutes of the deliberationsof meetings are certified true by the Chairman or by the Vice-Chairmanof the Board of Directors or by two Directors or by the Chief Executive Officer. Deliberation of the meetings 8.1.2.30 (Article 30) Subject matter of deliberations (a) The Ordinary General Meeting is held once a year, during the second quarter, at the invitation of the Chairman of the Board of Directors. The General Meeting hears the report of the Board of Directors as well as the report of the statutory auditor(s) and, where applicable, the special report on authorised agreements provided for in Article 20 as well as any special report that may be requiredby the regulations in force. It discusses,approves, rejects, or modifies the balance sheet and all the accounts presented by the Board of Directors and appropriates the earnings for the fiscal year. The General Meeting appoints the Directors and the statutory auditor(s) in accordance with the conditions set out in these bylaws. It sets the maximumtotal amount of compensationthat the Board of Directorsmay grant annually to Directorsand to membersof the Mutual InsuranceAdvisoryBoard and the maximumtotal amount of compensation that the Board of Directors may grant to Directors not representingmember mutuals who are elected by the General Meeting. Each year, the Chairman informs the General Meeting of the amount of compensation and allowances actually granted, reimbursed expenses, and benefits of any kind paid during the fiscal year to each corporate officer by the national mutual and by the companies that it controls within the meaning of Article L. 233-16 of the French Commercial Code. The General Meetingauthorisesthe issue of mutual certificatesand establishestheir key characteristics.In this context, it may delegate the powers necessary to decide on practical aspects to the Board of Directors. The Board of Directors reports on the exercise of this delegation to the next General Meeting. The annual General Meeting fixes the compensationof the mutual certificates at the time of the approval of the financial statements within the limits fixed by law. It may decide to pay this compensation in mutual certificates to the certificate holders who so request according to the terms set by the Board of Directors. The General Meeting may authorise the Board of Directors to buy back mutual certificates issued by the national mutual at their par value as part of an annual buyback programme approved by the ACPR and subject to the regulatory provisions stipulating the suspension of buybacks in the event that the solvency capital requirement of the insurance undertaking is not fulfilled or if the buybacks would lead to such non-fulfilment.

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Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES