UNIVERSAL REGISTRATION DOCUMENT 2023

3 CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

(b) Responsibilities The responsibilities of the Strategy Committee, which are included in the internal bylaws of the Groupama Assurances Mutuelles Board of Directors, are listed below: 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); ❯ discuss the Group’s longer ‑ term, forward ‑ looking strategic guidelines in the light of the opportunities and constraints of the environment as anticipated by the Group; ❯ review, on behalf of the Board of Directors, proposed strategic partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee is invited to take part in this work. ❯ (c) Activity in 2023 During the 2023 fiscal year, the Strategy Committee met six times: on 6 January, 22 March, 15 May, 11 September, 11 October, and 6 December. On each occasion, it presented a report on its activities to the Board of Directors. The participation rate was 95.83%. During these six meetings, the committee: considered the following points: ❯ the French P&C and life insurance operational strategic planning preliminary scoping, ■ the strategic roadmap, ■ a subsidiary’s strategic outlook, ■ the IT function, ■ the customer relations programme, ■ the quality of customer relations, ■ the banking partnership; ■ issued an opinion on the following points: ❯ the international strategy, ■ the plans for partnerships, disposals, or acquisitions. ■ The deputy CEO in charge of strategy and partnerships, human resources, and the general secretariat, as well as the General Secretary, who also handles the secretarial duties, and the head of legal are permanent members of the committee. Finally, the committee also defined its programme of work.

Training of Directors

3.1.2.3 (a) Operating methods of the Board of Directors and committees and changes in governance the committee proposed a training programme for 2023 and subject areas that could be adopted for 2024. ❯ the committee reviewed the results of the internal assessment of the Board of Directors and the committees for fiscal year 2022; ❯ it reviewed the draft questionnaire on the internal assessment of the work of the Board and the committees for fiscal year 2023. ❯ the committee was briefed on the Succession Plans, trajectories, and HR support; ❯ it reviewed the Group’s CSR – Carbon footprint strategy; ❯ it reviewed the compensation of the members of the Senior Management Committee; ❯ it reviewed the 2022 equity ratios; ❯ it followed up on the change in the Chairmanship of the Board of Directors of Groupama Assurances Mutuelles as well as the appointment of new Directors and Chairmen of regional mutuals; ❯ it reviewed the new version of the AFEP/MEDEF Corporate Governance Code for publicly traded companies, updated in December 2022; ❯ the committee also defined its programme of work for fiscal year 2024. ❯ Miscellaneous Membership The Strategy Committee is made up of 4 members, including: 2 Directors representing the member mutuals: ❯ Patrick Laot, Chairman of the Groupama Rhône ‑ Alpes Auvergne regional mutual, and ■ Pierre Martin, Chairman of the Groupama d’Oc regional mutual; ■ 2 Independent Directors: ❯ Isabelle Bordry, and ■ Isabelle Ada Di Marzo. ■ The Strategy Committee is chaired by an Independent Director, Ada Di Marzo. Strategy Committee

49

Document d’Enregistrement Universel 2023 GROUPAMA ASSURANCES MUTUELLES