GROUPAMA / 2020 UNIVERSAL REGISTRATION DOCUMENT

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Statutory auditor’s special report on related-party agreement

3.8

STATUTORY AUDITOR’S SPECIAL REPORT ON RELATED-PARTY AGREEMENT

This is a free translation into Enflish of the statutory auditor'special report on related-party agreement issued in French, and is provided solelyfor the convenienceof English speaking readers. This report should be read in conjuction with, and construed in accordancewith, Frenchlaw and professional audited standards applicableFinrance.

(Fiscal year ended 31 December 2020)

Dear Members, In our capacity as statutory auditors of the annual financial statements of your Caisse Nationale de Réassurance Mutuelle Agricole Groupama, we hereby present our repoortn related-party agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the principal terms and conditions of the agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. These procedures consisted in verifying that the information provided to us is consistent with the underlyindgocuments.

AGREEMENTS TO BE SUBMITTED TO THE GENERAL MEETING FOR APPROVAL

Agreements authorised and entered into during the past fiscal year Pursuant to Article R. 322-57of the French Insurance Code, we were informed of the following agreements entered into during the past fiscal year that were authorised in advancbey your Board of Directors.

Agreement for a security and solidarity system

On 2 September 2020,the Board of Directors approved, regional mutual by regional mutual, the amendmentsmade to the agreement on securityand solidarityarrangementsin order to incorporatethe possibilityof triggering the financial solidaritymechanismif the solvency ratio of one of the parties falls below a thresholodf 100% without any transitional measure on Groupama Gan Viete’schnical reserves. Directors concerned: Mr Collay, Mr Constant, Mr Dagès, Ms Le Dilly, Mr Guintard, Mr Moy, Mr Pivard, Mr Poupart, Mr Schmitt.

Financing of major Group programmes

For the financing of major programmes,on 17 December 2020,the Board of Directors authorised the payment of grants to the regional mutuals in 2021 in order to: support the developmentof the bankingbusiness (OrangeBank) for a maximumamount of €5.5 millionnet of corporatetax (at constant ❯ tax rates); share in the cost of issuing mutual certificates in 2021 for a maximum amount of €16 million; ❯ share in the costs of the project for the developmentof national partnershipsby the regional mutuals through the conversionof Amaline ❯ Assurances into a broker, up to an overall annual budget of €2 million, for the IT investmentmade in 2020 to develop the functionalities necessary to manage partnerships in the community IT. In connectionwith this project, it also approvedthe mechanismof a grant relating to the DIAC partnership,taken over by GroupamaCentre Manche, and authorised for this purpose thpeayment in 2021 to Groupama Centre Manche of a maximugmrant of €0.75 million for 2020.

66 Universal Registration Document 2020 - GROUPAMA ASSURANCES MUTUELLES