Groupama // 2021 Universal Registration Document

8 ADDITIONAL INFORMATION Company information

The Board may temporarily or permanently establish within itself any committee or task force responsible for studying or monitoring a topic related to its missions, and, more generally, call on anyone whose qualifications would be useful in shedding light on its work in these committees or task forces. Similarly, to contribute to its discussions, the Board of Directors or the Executive Board may hear from the Chief Executive Officer of a member mutual assigned to a task on a particular subject by the national mutual. Depending on the subject, the Chairman may decide to invite a representative of one or more professional organisations representing the different categories of members of the local mutuals to attend the Mutual Insurance Advisory Board as an auditor. The Board of Directors prepares an annual activity report and a report on the plan of projected actions, which are presented at the Annual General Meeting. The Mutual Insurance Advisory Board may be informed of the main measures taken pursuant to the provisions relating to the operation of the Group and the network, in particular those relating to the rules for appointment and dismissal of Chief Executive Officers and dismissal of Board of Directors of member mutuals and local mutuals. Allowances for performance of duties (d) The duties of a member of the Mutual Insurance Advisory Board are performed free of charge. However, in their capacity as mutual insurance representatives, the Board of Directors may decide to grant allowances to members of the Mutual Insurance Advisory Board, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodation, and childcare expenses. Internal bylaws (e) The Mutual Insurance Advisory Board adopts internal bylaws specifying the measures for applying title V of these bylaws. Statutory auditors (Article 26) 8.1.2.26 Control is exercised by one or more acting statutory auditors appointed and exercising their duties in accordance with the law.

Each member of the Board of Directors shall attend this meeting in an advisory capacity unless he/she is not the delegate of a member mutual, in which case he/she shall have a right to vote. The Chief Executive Officer, the Deputy Chief Executive Officer (where applicable), and all other members of the management staff authorised by the Chairman of the Board of Directors attend the General Meetings in an advisory capacity. Each member mutual is entitled to a delegate to the General Meeting. Mutuals whose ceded contributions exceed 10 (ten) million euros without exceeding 100 (one hundred) million euros are entitled to 4 (four) delegates. Mutuals whose ceded contributions exceed 100 (one hundred) million euros are entitled to 25 (twenty-five) delegates. Any delegate who is a member of the General Meeting may be represented by another member delegate of that meeting holding a proxy; however, no delegate may represent more than five members of the General Meeting. Meeting notices - Agenda 8.1.2.28 (Article 28) The Board of Directors may convene a General Meeting at any time. The General Meeting is called by a simple letter sent to the chairmen of the member mutuals at least fifteen days before the date of the meeting. Meeting notices must mention the agenda. Meetings are held at the corporate headquarters or at any other location defined in the notice convening the meeting. The agenda of each meeting is decided by the Board of Directors. It contains only matters coming from either the Board of Directors or a member mutual, provided that this mutual communicated its request at least twenty days before the meeting. The meeting may deliberate only on the items on the agenda. The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice-Chairman of the Board of Directors or, failing that, by a Director appointed by the Board of Directors. The General Meeting appoints two vote tellers from among the delegates. The Executive Board of the General Meeting thus composed appoints the secretary, who may be chosen from outside the delegates. An attendance sheet is prepared and then certified by the Executive Board. The deliberations of the meeting are recorded in minutes entered in a register and signed by the Chairman and the Secretary of the meeting. Copies or extracts of the minutes of the deliberations of meetings are certified true by the Chairman or by the Vice-Chairman of the Board of Directors or by two Directors or by the Chief Executive Officer. Composition of the General 8.1.2.29 Meeting (Article 29)

Composition of the General 8.1.2.27 Meeting (Article 27)

The General Meeting is composed of the delegates appointed by the Boards of Directors of the member mutuals from among their members or among the members of the Boards of Directors of the local agricultural insurance mutuals within their district; it represents all of the member mutuals, and its decisions are binding on all of them, even those that are neither present nor represented. Each delegate shall have one vote.

313

Universal Registration Document 2021 - GROUPAMA ASSURANCES MUTUELLES