GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

8 ADDITIONAL INFORMATION Company information

The committeeis chairedby an independentDirector.However,the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing the member mutuals. The terms of office of committeememberscoincidewith their terms as Director or non-votingDirector. The committeeappoints its own Chairman. The General Secretary of Groupama Assurances Mutuelles serves as Committee secretary. The Audit and Risk Management Committee meets as often as deemed necessary and at least twice a year prior to the examination of the annual and mid-year financial statementsby the Board of Directors. Members are convened by the CommitteeChairman or two of its members. The Chairman of the Board of Directors or the Chief Executive Officer may also request that the Chairman convene the Audit and Risk Management Committee on a specific item. Meetings of the committee are consideredvalid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meetingwill be prepared, recording the agenda and the discussionsheld betweencommitteemembers.The Committee Chairman or a member of the committee appointed for this purposewill report the committee’sopinionsand recommendations to the Board of Directors for the purposeosf its deliberations. The committeeis required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directorswithin three (3) months after the close of the said fiscal year. Exceptional cases Depending upon the agenda, the Committee Chairman: may convene any person of the Group likely to offer the ❯ committee relevant and useful clarifications for a proper understanding of an issue; must exclude from its discussionsnon-independentmembersof ❯ the committeefor the assessmentof points likely to pose ethical problems or conflicts of interest. Working methods Members of the Audit and Risk Management Committee will benefit, as of their nomination, from informationon the accounting, financial, and operational details of Groupama Assurances Mutuelles. The time frames for examinationof the accounts by the Audit and Risk ManagementCommitteemust be sufficient (at least two days prior to the assessment by the Board of Directors). For the purposes of its examination of the accounts, the committee will receive a memorandumfrom the statutory auditors highlightingthe essential points not only of the results, but also of the accounting options applied, as well as a note from the Chief Financial Officer describing the exposure to risks and the significant off-balance sheet commitments of Groupama Assurances Mutuelles. OPERATION Internal organisation of the committee

to receive reports upon request on any subjects falling within its ❯ competence from the Group’s financial and accounting management; to monitor the effectiveness of the internal control and risk ❯ management systems and to assess their consistency, particularly with regard to ethics compliance; to assess the internal auditing work and the annual report on interncaol ntrol; to monitor the risk management policies, procedures and ❯ systems and, within this context, to review the prudential reports intended, as the case may be, for the ACPR or for public disclosure (ORSA, SFCR, RSR, etc.), the Group’s major risks, the Business Continuity Plans and the report on anti-money laundering activities and combating the financing of terrorism; to analyse any agreement entered into under the conditions ❯ referred to in Article R. 322-57of the French Insurance Code, including such agreements between Groupama Assurances Mutuelles and one of its non-voting Directors. In this context, the committeemust submit a report to the Board of Directors for each of these agreements, specifically regarding its purpose, its amount and its principal conditions, and draw its conclusions in particular as to the applicable procedure (prior authorisation or communicationby the Chairman to members of the Board of Directors and the statutory auditors, provided that it involves agreements corresponding to current operations entered into under normal conditions under the terms of Article R. 322-57 of the French Insurance Code). The committee will also report to the Board of Directors on the status of these agreements; to review any possible amendment to the reinsurance ❯ agreement; to review the funding of major programmes, in particular mutual ❯ certificates; and, in general, to prepare the work of the Board of Directors, support its decision-making and inform or even alert it when necessary. MEMBERSHIP The Audit and Risk ManagementCommitteeconsistsof a minimum of three (3) and a maximum of six (6) members appointed by the Board of Directors, chosen from among the Directors and, where applicable, the non-voting Directors. At least one (1) of the committee members must be independent and chosen from among the Directorsexternal to the Company if the committeehas three members; the number of independentmembers must be at least two (2) if the committee has five (5) or more members. The committee cannot include the Chairman of the Board of Directors among its members. At least one committee member must, by training and experience, have a good understanding of financial statements and the accounting principles used by Groupama AssurancesMutuelles,the ability to evaluate the general application of these principles, experience in the preparation, audit, analysis and evaluation of financial statements of a complexity comparable to those of GroupamaAssurancesMutuelles, good understanding of internal control proceduresand the committee’sfunctions,and, if possible, training or experience in insurance.

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Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES