Groupama // 2021 Universal Registration Document

8 ADDITIONAL INFORMATION Company information

Deliberations of the Board of Directors (d) Meetings of the Board of Directors are chaired by the Chairman or by the Vice-Chairman or, failing this, by a Director appointed for this purpose at the start of the meeting. The Board of Directors may deliberate validly only if at least half of its members are present. The Chief Executive Officer will attend Board meetings. A representative of the works council attends Board meetings under the conditions set by current law. At the initiative of the Chairman of the Board of Directors, the statutory auditors or other parties outside the Company with specific competence relating to items on the agenda may attend all or part of a Board meeting. Decisions are taken by a majority of the members of the Board of Directors. In the event of a tie, the Chairman of the meeting shall have the casting vote. The duties of Board Secretary will be performed by a member of the Board appointed by the Chairman. Minutes shall be kept, and copies or extracts shall be issued and certified in accordance with the law. The Board of Directors sets the national mutual’s business 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. It carries out the checks and verifications that it deems appropriate. The following decisions are subject to the prior approval of the Board of Directors: amendments to the reinsurance agreement and amendments to ❯ the agreement on security and solidarity plans with the member mutuals; issues of securities of any kind as well as issues and redemptions ❯ of mutual certificates; any significant operations that may affect the Group’s strategy ❯ and its scope of activities; the methods for implementing the solidarity plan pursuant to the ❯ agreement on security and solidarity plans; termination of the agreement on security and solidarity plans at ❯ the initiative of national mutual. In addition, the decision to terminate the reinsurance agreement at the initiative of national mutual must be taken by a two-thirds majority of the members. The following operations are also subject to approval by the Board of Directors if any of the categories below exceeds a unit amount set by the Board of Directors: Authority of the Board of Directors 8.1.2.17 (Article 17)

taking or disposing of any stakes in any companies created or to ❯ be created, subscribing to any issues of equities, stocks, or bonds, excluding the insurance investment business and cash operations; acquiring or disposing of any properties, excluding the insurance ❯ investment business; granting pledges on corporate property; ❯ taking out any loans, excluding cash operations carried out with ❯ companies that have capital ties to the national mutual, either directly or indirectly. The Board of Directors may grant special proxy to one or more of its members or to third parties for one or more given purposes. All powers delegated by the Board of Directors are signed by the Chairman or the Vice-Chairman or by two Directors. The Board may resolve to create committees responsible for investigating or reviewing issues submitted by itself or its Chairman, upon notification, for their review. The Board determines the composition and powers of the committees operating under its responsibility. Allowances and compensation 8.1.2.18 granted to Directors (Article 18) Directors representing the member mutuals carry out their functions free of charge. However, the Board of Directors may decide to grant allowances to them, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodations, and childcare expenses. Directors not representing member mutuals who are elected by the General Meeting receive compensation for carrying out their duties in an amount determined by the Board of Directors within the limits set by the General Meeting. Executive Management of the 8.1.2.19 Company (Article 19) The national mutual’s Executive Management is assumed by a natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer, under the control of the Board of Directors and within the framework of the guidelines established by the Board of Directors. The Chief Executive Officer is vested with the broadest powers to act on behalf of the national mutual under any and all circumstances. The Chief Executive Officer will exercise this authority within the scope of the corporate purpose and subject to such constraints as the law expressly attributes to General Meetings and to the Board of Directors. The Chief Executive Officer shall represent the national mutual in its relations with third parties. The Chief Executive Officer is civilly and criminally liable for his/her management actions, in accordance with the laws in force. The Board of Directors determines the Chief Executive Officer’s compensation and sets the terms of his/her employment contract in the case of a salaried Director. The appointment of the Chief Executive Officer may be revoked at any time by the Board of Directors. If he/she has entered into an employment contract with the national mutual, his/her dismissal does not terminate that contract. If this dismissal is decided without just cause, it may give rise to damages.

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Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES