Groupama // Universal Registration Document 2022

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ADDITIONAL INFORMATION Company information

8.1.2.18 8.1.2.19 Executive Management (Article 19) The national mutual’s Executive Management is assumed by a natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer, under the control of the Board of Directors and within the framework of the guidelines established by the Board of Directors. The Chief Executive Officer is vested with the broadest powers to act on behalf of the national mutual under any and all circumstances. The Chief Executive Officer will exercise this authority within the scope of the corporate purpose and subject to such constraints as the law expressly attributes to General Meetings and to the Board of Directors. The Chief Executive Officer represents the national mutual in dealings with third parties and has full powers to represent the national mutual before any court, with the option of sub ‑ delegation. Directors representing the member mutuals carry out their functions free of charge. However, the Board of Directors may decide to grant allowances to them, including in the form of retirement benefits, within the limits set by the General Meeting, and to reimburse them for their travel, accommodations, and childcare expenses. Directors not representing member mutuals who are elected by the General Meeting receive compensation for carrying out their duties in an amount determined by the Board of Directors within the limits set by the General Meeting. In addition, the decision to terminate the reinsurance agreement at the initiative of national mutual must be taken by a two ‑ thirds majority of the members. The following operations are also subject to approval by the Board of Directors if any of the categories below exceeds a unit amount set by the Board of Directors: taking or disposing of any stakes in any companies created or to be created, subscribing to any issues of equities, stocks, or bonds, excluding the insurance investment business and cash operations; ❯ acquiring or disposing of any properties, excluding the insurance investment business; ❯ granting pledges on corporate property; ❯ taking out any loans, excluding cash operations carried out with companies that have capital ties to the national mutual, either directly or indirectly. ❯ The Board of Directors may grant special proxy to one or more of its members or to third parties for one or more given purposes. All powers delegated by the Board of Directors are signed by the Chairman or the Vice ‑ Chairman or by two Directors. The Board may resolve to create committees responsible for investigating or reviewing issues submitted by itself or its Chairman, upon notification, for their review. The Board determines the composition and powers of the committees operating under its responsibility. Allowances and compensation granted to Directors (Article 18)

8.1.2.20 Agreements (Article 20) The provisions of Article R. 322 ‑ 57 of the French Insurance Code apply to agreements entered into directly or through an intermediary between the national mutual and one of its Board members or salaried Directors, or between the national mutual and an undertaking, if any of the Board members or salaried Directors of the national mutual is an owner, partner with unlimited liability, Manager, Director, member of the Supervisory Board or generally an officer of such an undertaking. The national mutual is bound even by the actions of the Chief Executive Officer that do not fall within the corporate purpose, unless it proves that the third party knew that the act exceeded this purpose or that it could not have been unaware of this given the circumstances. The mere publication of the bylaws is not sufficient to constitute such proof. The Board of Directors may, within the limit of a total amount set by the Board of Directors, authorise the Chief Executive Officer to give sureties, endorsements, or guarantees on behalf of the national mutual. This authorisation may also set, for each commitment, an amount above which the surety, endorsement, or guarantee of the national mutual cannot be given. Where a commitment exceeds any of the fixed amounts, the authorisation of the Board of Directors is required in each case. The Chief Executive Officer is civilly and criminally liable for his/ her management actions, in accordance with the laws in force. The Board of Directors determines the Chief Executive Officer’s compensation and sets the terms of his/her employment contract in the case of a Director who is an employee. The appointment of the Chief Executive Officer may be revoked at any time by the Board of Directors. If he/she has entered into an employment contract with the national mutual, his/her dismissal does not terminate that contract. If this dismissal is decided without just cause, it may give rise to damages. Upon the recommendation of the Chief Executive Officer, the Board of Directors can appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer. There may be no more than five. Their authority will be set by the Board of Directors in agreement with the Chief Executive Officer. They shall have the same powers in dealing with third parties as the Chief Executive Officer. The Board of Directors determines their compensation and sets the terms of their employment contract if they are Directors who are employees. They may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Officer. If they have entered into an employment contract with the national mutual, their dismissal does not terminate that contract. If this dismissal is decided without just cause, it may give rise to damages. No one aged 65 or older may be appointed Chief Executive Officer or Deputy Chief Executive Officer. Once the age of 65 years is reached, the duties of the Chief Executive Officer or a Deputy Chief Executive Officer will terminate upon completion of the next Ordinary General Meeting approving the financial statements for the fiscal year just ended.

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES