UNIVERSAL REGISTRATION DOCUMENT 2023

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.2.2 (a) Membership The Compensation and Appointments Committee is made up of 4 members, including: 3 Directors representing the regional mutuals: ❯ Nicolas Assémat, Chairman of the Groupama Méditerranée regional mutual, ■ Sylvie Le Dilly, Chairman of the Groupama Centre Manche regional mutual, ■ Denis Roumégous, Chairman of the Groupama Centre ‑ Atlantique regional mutual; ■ 1 Independent Director: Isabelle Bordry, Committee Chairman. ❯ (b) Responsibilities The responsibilities of the Compensation and Appointments Committee, which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: 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; ❯ Follow ‑ up on certain financial transactions or projects it is further noted that at every meeting, the committee heard the statutory auditors without the management being present. ❯ the committee followed up on the action plans in connection with the audits conducted by the supervisory authority; ❯ as is the case every year, the committee was informed about the authorisation to use forward financial instruments (FFI) to hedge the portfolio against equity, property, and currency risks and the renewal of the annual authorisation given to the senior management regarding endorsements, securities, and guarantees; ❯ it reviewed the off ‑ balance ‑ sheet commitments of Groupama Assurances Mutuelles; ❯ it issued an opinion on the granting of intragroup subsidies; ❯ the committee examined the advisability of issuing subordinated debt and the mutual certificate buyback programme. ❯ Finally, the committee also defined its programme of work. Compensation and Appointments Committee The Chairman of Groupama Assurances Mutuelles, the CEO, and the Deputy CEO do not participate in the committee’s work. The General Secretary of Groupama Assurances Mutuelles, who performs the duties of secretary of the committee, provides ongoing assistance in the committee’s work. the statutory auditors presented to the committee their 2023 strategic audit plan, which describes their responsibilities, the areas of particular attention, and their audit approach in response to the identified risks; ❯ the Audit Committee authorised the provision of a service other than the certification of accounts (SACC); ❯

(c) Activity in 2023 During fiscal year 2023, the Compensation and Appointments Committee met on six occasions: 8 March, 9 May, 20 July, 23 August, 19 October, and 6 December. Each time, the committee presented a report on its activities to the Board of Directors. In 2023, the work of the committee focused on the following main topics: Status and compensation of corporate officers 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. ❯ the committee proposed a review of the 2022 compensation and the 2020 ‑ 2022 Multiyear Performance Plan for the CEO; ❯ it examined the criterion for deferral of the CEO’s variable compensation; ❯ it reviewed the compensation packages for the Chairman and the Chief Executive Officer for the 2023 fiscal year; ❯ it examined the dossier for the appointment of the Deputy CEO and determined his compensation package; ❯ it examined the variable compensation scheme for the CEO and the Deputy CEO for fiscal year 2023 and proposed components for the 2024 variable compensation scheme; ❯ it examined the maximum annual amount of gross compensation that may be allocated to the Independent Directors; ❯ it examined the compensation components for Directors and agents included in the 2023 draft of the Universal Registration Document, the draft management report, and the draft corporate governance report of Groupama Assurances Mutuelles. ❯ the committee verified the independent status of the outside Directors of the Board of Directors in the light of the criteria set out in the AFEP/MEDEF Corporate Governance Code, included in the internal bylaws. ❯ Verification of independence 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; ❯

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Universal Registration Document 2023 GROUPAMA ASSURANCES MUTUELLES