Groupama // Universal Registration Document 2022

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EARNINGS AND FINANCIAL POSITION Characteristics of the mutual certificates and remuneration policy

6.3 CHARACTERISTICS OF THE MUTUAL CERTIFICATES AND REMUNERATION POLICY

6.3.1

LEGAL REGIME FOR MUTUAL CERTIFICATES

6.3.2

CHARACTERISTICS OF THE MUTUAL CERTIFICATES ISSUED BY GROUPAMA ASSURANCES MUTUELLES

The mutual certificates, governed by Articles L. 322 ‑ 26 ‑ 8 et seq. of the French Insurance Code, are perpetual instruments that contribute to the initial capital of the issuing mutual insurance companies (SAM). They may be issued by an SAM to its members, to the members or policyholders of companies of the group to which the SAM belongs, or to other SAMs. Mutual certificates are entitled to remuneration fixed annually at the General Meeting approving the financial statements. This remuneration is not guaranteed. Under the regulations, it depends on the result of the issuing SAM, and its amount is capped. Mutual certificates may be redeemed only by their issuer and at their nominal value. Lastly, mutual certificates do not confer any voting rights at the General Meeting of the issuing SAM. It is the status of member that gives a voting right, in keeping with the mutualist principle of “one person, one vote”. The mutual certificate holder has no obligation to pay the corporate liabilities beyond the amount of the mutual certificates subscribed and only in case of liquidation of the issuing SAM.

On the day of its conversion, Groupama Assurances Mutuelles issued 411,824,587 mutual certificates, contributing to the initial capital for a total of €3,617,878,996.80. These mutual certificates were distributed among the 13 member mutuals, based on the number of Groupama SA shares that they held at the time of conversion. Their nominal value is €8.785.

6.3.3

REMUNERATION POLICY

Article R. 322 ‑ 80 ‑ 2 of the French Insurance Code sets the maximum share of the results of the last fiscal year closed and the previous fiscal years likely to be allocated annually to the remuneration of mutual certificates at 10% of the sum of the results of the last three closed fiscal years. However, if, by application of this rule, the mutual certificates cannot be remunerated although the result of the past closed fiscal year is positive, the maximum share of the results that can be allocated for the remuneration of certificates is equal to 25% of the result of the last closed fiscal year. Compensation of €14 million will be proposed to the General Meeting, which is identical to the amount paid in 2022 for fiscal year 2021.

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES