Groupama // Universal Registration Document 2022

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ADDITIONAL INFORMATION Company information

(b) The Chairman will organise and lead the work of the Board of Directors, on which the Chairman reports to the General Meeting. The Chairman will ensure the successful functioning of the national mutual’s bodies and specifically ensure that the Directors are capable of fulfilling their duties. Vice ‑ Chairman The Board of Directors may appoint a natural person from among its members to serve as a Vice ‑ Chairman, whose duties, in the event of the Chairman’s impediment, consist of convening and chairing Board meetings, as well as chairing the General Meeting. Meetings of the Board of Directors The Board of Directors will meet as often as the national mutual’s interest so requires, whenever convened by the Chairman, at the headquarters or any other location indicated by the notice to meet. If the Board has not met for more than two months, at least one third of the Board members may ask the Chairman to convene a meeting for a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific agenda. The Chairman is bound by any requests addressed to him/her under this paragraph. In the event of death or temporary impediment of the Chairman, the Board of Directors may appoint a Director to perform the duties of the Chairman. In case of temporary impediment, this delegation is given for a limited period. It is renewable. In the event of death, it is valid until the election of the new Chairman. Directors may be convened by letter or by any other means. Under the conditions provided for by law and on the decision of the Chairman of the Board of Directors, meetings may be held by video ‑ conferencing or any method of telecommunication. Directors who participate in Board meetings by video ‑ conferencing or any method of telecommunication are deemed as present for purposes of calculating quorum and majority. These methods of video ‑ conferencing or telecommunication must meet technical characteristics enabling the identification of members and guaranteeing their effective participation in the meeting of the Board of Directors, whose deliberations are retransmitted continuously. These methods will transmit at least the sound of the participants’ voices and meet technical characteristics allowing the continuous and simultaneous retransmission of the deliberations. Deliberations of the Board of Directors Meetings of the Board of Directors are chaired by the Chairman or by the Vice ‑ Chairman or, failing this, by a Director appointed for this purpose at the start of the meeting. The Board of Directors may deliberate validly only if at least half of its members are present. The Chief Executive Officer will attend Board meetings. (c) (d)

8.1.2.17 A representative of the works council attends Board meetings under the conditions set by current law. The statutory auditors are convened at the same time as the Directors to all Board meetings when the annual or interim financial statements are examined or approved. At the initiative of the Chairman of the Board of Directors, the statutory auditors or other parties outside the Company with specific competence relating to items on the agenda may attend all or part of a Board meeting. A Director may appoint another Director in writing for representation at a Board meeting. Each Director may hold only one of the proxies received in application of the preceding paragraph during the same meeting. Decisions are taken by a majority of the members of the Board of Directors present, deemed present, or represented. In the event of a tie, the Chairman of the meeting shall have the casting vote. The duties of Board Secretary will be performed by a member of the Board appointed by the Chairman. Minutes shall be kept, and copies or extracts shall be issued and certified in accordance with the provisions of Article R. 322 ‑ 55 ‑ 4 of the French Insurance Code. The Board of Directors sets the national mutual’s business strategy and oversees its implementation. Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations. It carries out the checks and verifications that it deems appropriate. The following decisions are subject to the prior approval of the Board of Directors: amendments to the reinsurance agreement and amendments to the agreement on security and solidarity plans with the member mutuals; ❯ the proposal of issues of securities of any kind as well as issues and redemptions of mutual certificates; ❯ any significant operations that may affect the Group’s strategy and its scope of activities; ❯ the methods for implementing the solidarity plan pursuant to the agreement on security and solidarity plans; ❯ termination of the agreement on security and solidarity plans at the initiative of national mutual. ❯ Authority of the Board of Directors (Article 17)

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES