UNIVERSAL REGISTRATION DOCUMENT 2023

8 ADDITIONAL INFORMATION Information on the capital

8.2 INFORMATION ON THE CAPITAL

The Company no longer has any capital since its conversion into a mutual insurance company, a legal form without capital.

8.2.1 NON ‑ EQUITY INSTRUMENTS

On 7 June 2018, the shares held by the 13 Groupama member mutuals were converted into mutual certificates. They now hold 411,824,587 mutual certificates, with a par value of €8.785, funding the initial capital for a total of €3,617,878,996.80. The characteristics and the compensation policy of the mutual certificates are detailed in sections 6.3.

8.2.2 SHARES HELD BY THE COMPANY OR ITS SUBSIDIARIES

Not applicable.

8.2.3 OTHER EQUITY INSTRUMENTS

Not applicable.

8.3 REGULATORY ENVIRONMENT

scheme, called “Solvency 2”, insurers are responsible for taking into account all types of risks to which they are exposed and managing these risks effectively. In addition, insurance groups are now supervised by a “group supervisor” to better supervise the Group as a whole. The Groupama group is supervised by the ACPR. One of the main objectives of the Solvency 2 directive is to establish a solvency system that is more suited to the actual risks to insurance companies. Solvency 2 therefore focuses not only on a capital requirement calculation but also on the governance system, risk management, risk, and solvency assessment via ORSA, internal control, internal audits, and the actuarial function. Solvency 2 is based on a three ‑ pillar structure, similar to that of the Basel 2 agreements for banking businesses: Pillar 1: quantitative requirements regarding technical provisions, the Solvency Capital Requirement, and eligible items; ❯ Pillar 2: prudential supervision by supervisory authorities, oversight of governance, internal control, and risk; ❯ Pillar 3: public disclosure to improve market discipline. ❯ In terms of the quantitative requirements under Pillar 1, Solvency 2 sets two levels of prudence: the MCR (Minimum Capital Requirement), which corresponds to the amount of own funds that the undertaking must hold at all times, failing which immediate action by the supervisory authority may result in a transfer of the portfolio. The MCR is calculated quarterly; ❯

The Group and Groupama Assurances Mutuelles primarily operate insurance businesses, which are subject to specific regulations and oversight by supervisory authorities in each of the countries where they are carried out. Given that the headquarters of Groupama Assurances Mutuelles, the lead company of the Groupama group, is in France, and the regional mutuals and the main insurance subsidiaries of the Group are also based in France, the Group is mainly regulated by the French prudential control authority (ACPR). Some entities carry out a business subject to the oversight by the French financial markets authority (AMF). Given the location of the Group’s entities, mainly in France and in European Union countries, the regulation of the Group’s insurance business is primarily EU ‑ based. Non ‑ EU countries have also adopted specific insurance regulations. These regulations mainly concern the authorisation of insurance companies, solvency rules and the monitoring of compliance with them, shareholders’ equity levels, and the distribution of insurance products.

8.3.1

SOLVENCY RULES

The objective of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking ‑ up and pursuit of the business of Insurance and Reinsurance, transposed into French law by Order 2015 ‑ 378 of 2 April 2015, is “to improve consumer protection, modernise supervision, increase market integration, and strengthen the international competitiveness of European insurers”. Under this

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Document d’Enregistrement Universel 2023 GROUPAMA ASSURANCES MUTUELLES