GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

hold in other mutual insurance companies, mutual reinsurance companies or mutual insurancegroups or public limited companies headquarteredin France, to allow the Board of Directors, assisted by the Compensationand AppointmentsCommittee, to verify that the candidates, if elected, meet the accumulation conditions provided for by French law. Directors are required to inform the Board of their appointmentas Director, Chairman, Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and ManagementBoard, Chairmanof the ManagementBoard and sole Chief Executive Officer in the companies mentioned above within five days of their nomination. Within one month after the close of the fiscal year just elapsed, Directors are also requiredto communicatethe list of positionsthey have occupiedduring the year just elapsedwith a view to preparing the management report. Duty of secrecy: confidential information (g) Directors, as well as any party called upon to attend all or part of the meetingsof the Board of Directorsand committees,are subject to an obligationof discretionas to the progress and content of the discussions. Specifically, Directors must maintain secrecy with regard to information correspondingto the definition of financial information, or other information likely to be of interest to third parties and specifically competitorsof GroupamaAssurancesMutuelles or the Group, or confidential informationand data. They undertakenot to use for personal purposes, and not to disclose outside the obligations of their position, any confidential information. Prevention of risk of insider trading (h) This paragraphcontains the rules of professionalethics intended to prevent the risk of insider trading, with regard to financial transactions pertaining to an issuer of financial instruments or financial instruments carried out by members of the Board of Directors, whenever Directors, in the exercise of their functions, hold or have access to inside informationpertainingto that issuer or those financial instruments. Legal and regulatory framework The applicablelegislativeand regulatoryframeworkcomes from the French Monetary and Financial Code and Regulation (EU) no. 596/2014 of 16 April 2014 on market abuse. The mechanismput in place is primarilybased on the principle that any inside informationconcerningan issuer of financial instruments or financial instrumentsmust not be unlawfullydisclosedor used to carry out trades on one’s own behalf or on behalf of a third party directly or indirectlyor by recommendingto another person to carry out a trade. Failure to comply with the rules in this matter is punishableby law (prison term and major fine). The French financial markets authority (AMF) may alternatively prosecute these violations and impose pecuniary sanctions.

In the event of any question, Directors may consult the General Secretary, who will guide them on the application of these principles. Rights and obligations of Directors with regard (e) to information The Chairman or the Chief Executive Officer of Groupama Assurances Mutuellesmust send each Directorany documentsand information necessary for fulfilment of the Board’s duties, i.e. , making decisions for which it is competent and control of the administration exercised by management. Preparation for Board meetings The Chairman or the Chief Executive Officer will seek to communicate to the Directors no later than three days prior to any meeting, except in the case of an emergency or extraordinary circumstance, a work file, including in electronicform, containingall necessary documents and information, to allow the Directors to participatein Board discussionsin a knowledgeablemanner and to make a useful contribution to discussion points on the agenda. In the absence of information or in the event that the information communicated is deemed to be incomplete, the Directors will request that the Chairman or the Chief Executive Officer provide information they believe to be essential to their participation in the Board of Directors Meetings. Ongoing information Outsideof Boardmeetings, the Chairman or Chief ExecutiveOfficer is required to communicateto Directors, insofar as they are aware thereof, informationand documentsneeded to performtheir duties, insofar as they are not hindered by business secrecy, as Directors have an obligation of confidentiality. Requests for documents and information from Directors are to be sent to the General Secretary, who will forward them to the Chief Executive Officer. The list of documents requested by Directors is to be includedas an item on the agenda of the next meetingof the Board of Directors; this list is to be included in the minutes of such meeting. For reasons of confidentiality,the Chairman or the Chief Executive Officer may deem it preferable to make the requested documents available to Directors at the Company’s headquarters. If the Chairman or the Chief Executive Officer believes the information request exceeds the responsibilitiesof the Director or is likely to raise a problemof conflict of interest, the Chairmanor Chief Executive Officer, after having so informed the Director in question, may consult the Chairman of the Audit and Risk Management Committee for advice, prior to any response.

Accumulation of terms of office (f)

Candidates for the offices of Director are required to inform the Board of Directorsof any positionsof Director,Chairman,Chairman of the Board of Directors, Chief Executive Officer, member of the Supervisory Board and Management Board, Chairman of the Management Board or sole Chief Executive Officer that they may

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Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES