UNIVERSAL REGISTRATION DOCUMENT 2023

8 ADDITIONAL INFORMATION Company information

The committee is required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directors within three (3) months after the close of the said fiscal year. Exceptional cases Depending upon the agenda, the Committee Chairman: may convene any person of the Group likely to offer the committee relevant and useful clarifications for a proper understanding of an issue; ❯ must exclude from its discussions non ‑ independent members of the committee for the assessment of points likely to pose ethical problems or conflicts of interest. ❯ Working methods Members of the Audit and Risk Management Committee will benefit, as of their nomination, from information on the accounting, financial, and operational details of Groupama Assurances Mutuelles. The time frames for examination of the accounts by the Audit and Risk Management Committee must be sufficient (at least two days prior to the assessment by the Board of Directors). For the purposes of its examination of the accounts, the committee will receive a memorandum from the statutory auditors highlighting the essential points not only of the results, but also of the accounting options applied, as well as a note from the Chief Financial Officer describing the exposure to risks and the significant off ‑ balance sheet commitments of Groupama Assurances Mutuelles. Appendix 2 Compensation and Appointments Committee PURPOSE OF THE COMMITTEE The purpose of the Compensation and Appointments Committee is as follows: propose to the Board of Directors any matters relating to the personal status of the corporate secretaries, specifically compensation, pensions, as well as provisions for the departure of members of the Company’s management bodies; ❯ make any proposals relating to the compensation of corporate officers; ❯ define the rules for setting the variable portion of the compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performance of the Corporate Secretaries and with the Group’s medium ‑ term strategies; ❯ evaluate all compensation and benefits received by Directors, as applicable, from other companies of the Group, including retirement benefits and benefits of any kind; ❯ organise a procedure to select future Independent Directors and to perform its own studies on potential candidates before any measure has been taken with regard to them; ❯ verify each year the individual status of each Director other than Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Board of Directors; ❯

MEMBERSHIP The Compensation and Appointments Committee consists of a minimum of three (3) and a maximum of five (5) members appointed by the Board of Directors and chosen from among the Directors and, where applicable, the non ‑ voting Directors. At least one (1) of the committee members must be chosen from among the Company’s Independent Directors. The terms of office of committee members coincide with their terms as Director or non ‑ voting Director. The committee appoints its own Chairman. The General Secretary of Groupama Assurances Mutuelles serves as committee secretary. The committee is chaired by an Independent Director. However, the committee may reserve the right to appoint, as a transitional measure, a Chairman chosen from among the Directors representing the member mutuals. OPERATION Internal organisation of the committee The Compensation and Appointments Committee will meet as often as is deemed necessary and at least once a year prior to approval of the agenda of the Annual General Meeting, to examine the draft resolutions to be submitted thereto concerning the positions of members of the Board of Directors and, as applicable, of non ‑ voting Directors, and prior to the assessment by the Board of Directors of the compensation of the Chairman and Chief Executive Officer. Members are convened by the Committee Chairman or two of its members. The Chairman of the Board of Directors or the Chief Executive Officer may also request that the Committee Chairman convenes the Compensation and Appointments Committee on a specific point. Meetings of the committee are considered valid when at least half its members are in attendance. A committee member cannot be represented. Minutes of the meeting will be prepared, recording the agenda and the discussions held between committee members. The Committee Chairman or a member of the committee appointed for this purpose will report the committee’s opinions and recommendations to the Board of Directors for the purposes of its deliberations. The committee is required to prepare an activity report on the fiscal year just ended, which it will submit to the Board of Directors within three (3) months after the close of the said fiscal year. Exceptional cases Depending upon the agenda, the Committee Chairman may convene any person of the Group capable of offering the committee relevant and useful clarification as to the proper understanding of an issue. Appendix 3 Strategy Committee PURPOSE OF THE COMMITTEE The Strategy Committee has the following responsibilities: perform tasks involving evaluation of the Board of Directors’ operating methods annually and to communicate the conclusions of these tasks to the Board of Directors. ❯ review the strategic guidelines and associated action plans of the Group and its components as contained in the three ‑ year strategic and operational planning process (PSO); ❯

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Document d’Enregistrement Universel 2023 GROUPAMA ASSURANCES MUTUELLES

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