GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Responsibilities of the Board

3.1.1.4

above €100 millionper securityand in total consolidatedholdings ❯ of GroupamaAssurancesMutuellesby various companiesof the Group, excludingdividendreinvestmentin securitiesand buy/sell transactions:acquisition (includingby way of capital increase) of any equities as part of the following transactions: acquisition of unlisted equities, excluding business ■ partnerships, acquisition of listed equities outside the Groupama Asset ■ Management mandate; above €50 million per transaction: acquisition, divestment, or ❯ exchange of any insurance investment or operating property assets (property and shares or units of property companies); above €50 million: any loans, excluding cash operations ❯ conducted with companies that have equity ties to Groupama Assurances Mutuelles, either directly or indirectly; above €10 million: grant any pledges on corporate property. ❯ 3.1.1.7 Despite its conversion into a mutual insurance company, GroupamaAssurancesMutuelles chose to continue to refer to the AFEP-MEDEF Corporate Governance Code, revised in January 2020. In the absence of a Corporate Governance Code specific to the mutual insuranceworld, it was consideredpreferable to continue to refer to the AFEP-MEDEFCode rather than to no longer refer to a Corporate Governance Code. Groupama Assurances Mutuelles holds securities admitted to a regulated market. Its conversionreinforcesthe relevanceof the non-implementationof some of the Code’s recommendations.The main exemptionsfrom the recommendationsfrom the Code of Corporate Governance in force are as follows: the duration of the terms of office of Directors appointedby the ❯ General Meeting is not 4 years but 6; given the current situation, Groupama Assurances Mutuelles considers the maximum term provided by law to be more appropriatefor its mutual insurance structuredue to the establishmentof a long-termcareer path for Directors within the mutual company; since its conversion into an agricultural reinsurance mutual, ❯ which is a special form of mutual insurance company, the provisions relating to diversity on Boards of Directors no longer apply to it. However, the Company, which had 30.8% female Directors (excluding Drectors elected by employees) as of 31 December 2020, has a goal of at least 40% female Directors in the long term. To do this, the Company has taken incentive measures to ensure that a greater proportion of women are represented in the mutual insurance pyramid, starting from the local level, then the regional level, and reaching the national level where the composition of the Board of Directors of Groupama Assurances Mutuelles is based; Code of Corporate Governance

of Directors The Board of Directors sets the Company’sbusiness strategy and oversees its implementation. Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations. In addition, it performs any audits or controls it deems necessary. In accordance with the provisions of the French Insurance Code, the duties of Chairman and Chief Executive Officer are separated. Executive duties are therefore entrusted to a CEO who is not a Board member. of the Board of Directors The Chairman of the Board of Directors will organise and lead the work of the Board of Directors, on which he reports to the General Meeting. He will ensure the proper functioning of the corporate bodies and, in particular,will ensure that the Directors are capable of fulfilling their duties. Responsibilities of the Chairman 3.1.1.5 Authority Reserved for the Board of Directors Under the bylaws of the Company, some operations must be subject to prior approval by the Board: amendment of the reinsurance agreement and the agreement ❯ defining the security and solidaritymechanismswith the member mutuals (a presentation of these agreements is provided in Note 45 – Related Parties of the consolidated accounts); issuesof securitiesof any kind as well as issuesand redemptions ❯ of mutual certificates; any significant operations that may affect the Group’s strategy ❯ and its scope of activities; the methods for implementingthe solidarity plan pursuant to the ❯ agreement on security and solidarity plans; termination of the agreement defining the security and solidarity ❯ mechanisms at the initiative of Groupama Assurances Mutuelles. The decisionto terminatethe reinsuranceagreementat the initiative of GroupamaAssurancesMutuellesmust be made by a two-thirds majority of the members. Certain operations are also subject to approval by the Board of Directors if they exceed a unit amount set by the Board of Directors. The unit amount of transactionsbeyond which the Chief Executive Officer must obtain prior authorisationfrom the Board of Directors, set by the Board of Directorsat its meetingon 23 October2019, is as follows: above €20 millionper security and in total consolidatedholdings ❯ of GroupamaAssurancesMutuellesby various companiesof the Group, excluding dividend reinvestment in securities: acquisition or divestmentof entities or companysecuritiesgiving it at least a blocking minority by any means (purchase, contribution, exchange, etc.) as part of a business partnership operation; 3.1.1.6

46 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES