Groupama // 2021 Universal Registration Document

8 ADDITIONAL INFORMATION Company information

Regardless of his/her method of appointment, the duties of a Director will end following the Ordinary General Meeting approving the corporate financial statements for the fiscal year just ended, held in the year when the Director’s term of office expires. The age limit for exercising the duties of Director is set at the sixty-fifth (65 th ) birthday, and a member of the Board of Directors shall be deemed to have officially resigned upon completion of the Ordinary General Meeting in the year of his/her sixty-fifth birthday. Conditions for the election of employee Directors (b) For each vacant seat on the Board, the method of ballot counting is as provided for in the legal provisions. The elections may take place over the Internet. In all cases or for any reason whatsoever, should the number of seats of elected Directors actually filled fall below two before the normal expiry of these Directors’ term of office, the vacant seats will remain vacant until such expiry date and until then, the Board of Directors will continue to meet and carry out valid business. Elections are held every four (4) years, such that a second round may be held no later than fifteen days before normal expiry of the term of office of the outgoing Directors. The date of the 1 st ballot round must be posted at least six weeks before. The list of voters must be posted at least five weeks before the date of the 1 st round. The deadlines for other electoral operations, for each ballot round, are as follows: candidates are to file at least four weeks before the balloting ❯ date; the lists of candidates are to be posted at least two weeks before ❯ the balloting date; the documents needed for voting by mail, where applicable, are ❯ to be posted at least two weeks before the balloting date. Candidates or lists of candidates may be nominated either by one or more representative trade unions, or by one twentieth of the voters or, if their number is greater than two thousand, by one hundred voters. The balloting will be carried out on the same dates on all of the national mutual’s sites at the workplace and during business hours. Each voting office consists of three voter members, chaired by the eldest of them. They are responsible for the successful outcome of the voting activities. Ballots will be counted in the voting office immediately after the close of balloting; the report will be prepared upon completion of the counting. The reports are immediately transferred to the headquarters of the national mutual, where an office will be established to consolidate the results with a view to preparing the summary report and announcing the results.

Directors elected by employees will assume office during the meeting of the Board of Directors held after the Ordinary General Meeting approving the financial statements for the fiscal year just ended. The conditions for balloting not defined by Articles L. 225-28, L. 225-29 (first paragraph) and L. 225-30 to L. 225-34 of the French Commercial Code or by these bylaws are set by Executive Management after consultation with the representative trade unions. Organisation and deliberations of 8.1.2.16 the Board (Article 16) Chairman of the Board of Directors (a) The Board of Directors shall elect a Chairman from among its members on the proposal of the Mutual Insurance Advisory Board. The Chairman’s term of office is three years but may not exceed his/her term as Director. The Chairman may be re-elected. The Chairman may be granted compensation in an amount determined by the Board of Directors. If the acting Chairman reaches the maximum age of 65 years set for his/her term of office as Director, his/her duties will terminate upon completion of the Ordinary General Meeting held in the year of his/her sixty-fifth birthday. The Chairman will organise and lead the work of the Board of Directors, on which the Chairman reports to the General Meeting. The Chairman will ensure the successful functioning of the national mutual’s bodies and specifically ensure that the Directors are capable of fulfilling their duties. Vice-Chairman (b) The Board of Directors may appoint a natural person from among its members to serve as a Vice-Chairman, whose duties, in the event of the Chairman’s impediment, consist of convening and chairing Board meetings, as well as chairing the General Meeting. Meetings of the Board of Directors (c) The Board of Directors will meet as often as the national mutual’s interest so requires, whenever convened by the Chairman, at the headquarters or any other location indicated by the notice to meet. If the Board has not met for more than two months, at least one third of the Board members may ask the Chairman to convene a meeting for a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific agenda. The Chairman is bound by any requests addressed to him/her under this paragraph. Directors may be convened by letter or by any other means. Under the conditions provided for by law, the internal bylaws may provide that meetings may be held by video-conferencing or by any method of telecommunication. Directors who participate in Board meetings by video-conferencing or any method of telecommunication are deemed as present for purposes of calculating quorum and majority.

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Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES