Groupama // Universal Registration Document 2022

8

ADDITIONAL INFORMATION Company information

8.1.2.28 Meeting notices - Agenda (Article 28) The Board of Directors may convene a General Meeting at any time. The General Meeting shall be convened by post or e ‑ mail, sent to the delegates at least fifteen days before the meeting. Meeting notices must mention the agenda. Meetings are held at the corporate headquarters or at any other location defined in the notice convening the meeting. The agenda of each meeting is decided by the Board of Directors. It contains only matters coming from either the Board of Directors or a member mutual, provided that this mutual communicated its request at least twenty days before the meeting. The meeting may deliberate only on the items on the agenda. This form must include the electronic signature of the member produced using a reliable identification process guaranteeing that the member is linked to the appropriate remote voting form. By decision of the Board of Directors, a remote electronic voting system to be used during the General Meeting may also be put in place. In this case, members may be invited to vote electronically with due respect for the vote and the sincerity of the ballot and in accordance with the applicable regulations and their conditions. The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice ‑ Chairman of the Board of Directors or, failing that, by a Director appointed by the Board of Directors. The General Meeting appoints two vote tellers from among the delegates. The Executive Board of the General Meeting thus composed appoints the secretary, who may be chosen from outside the delegates. An attendance sheet is prepared and then certified by the Executive Board. The deliberations of the meeting are recorded in minutes entered in a register and signed by the Chairman and the Secretary of the meeting. Copies or extracts of the minutes of the deliberations of meetings are certified true by the Chairman or by the Vice ‑ Chairman of the Board of Directors or by two Directors or by the Chief Executive Officer. 8.1.2.29 Composition of the General Meeting (Article 29)

(b) The General Meeting may authorise the Board of Directors to buy back mutual certificates issued by the national mutual at their par value as part of an annual buyback programme approved by the ACPR and subject to the regulatory provisions stipulating the suspension of buybacks in the event that the solvency capital requirement of the insurance undertaking is not fulfilled or if the buybacks would lead to such non ‑ fulfilment. Quorum and majority The General Meeting’s deliberations are valid if at least one quarter of the delegates, representing at least one quarter of the member mutuals, are present or represented. If it does not meet this number, it shall be convened again on the same agenda in the manner and within the periods prescribed by Article 28; its deliberations shall be valid regardless of the number of delegates present or represented. Decisions shall be taken by a majority vote of the delegates present or represented. The General Meeting hears the report of the Board of Directors as well as the report of the statutory auditor(s) and, where applicable, the special report on authorised agreements provided for in Article 20 as well as any special report that may be required by the regulations in force. It discusses, approves, rejects, or modifies the balance sheet and all the accounts presented by the Board of Directors and appropriates the earnings for the fiscal year. The General Meeting appoints the Directors and the statutory auditor(s) in accordance with the conditions set out in these bylaws. It also has authority to appoint, where applicable, the non ‑ voting members referred to in Article 21 of the bylaws. It sets the maximum total amount of compensation that the Board of Directors may grant annually to Directors and to members of the Mutual Insurance Advisory Board and the maximum total amount of compensation that the Board of Directors may grant to Directors not representing member mutuals who are elected by the General Meeting. Each year, the Chairman informs the General Meeting of the amount of compensation and allowances actually granted, reimbursed expenses, and benefits of any kind paid during the fiscal year to each corporate officer referred to in Article R. 322 ‑ 55 ‑ 1 I of the French Insurance Code by the national mutual and by the companies that it controls within the meaning of Article L. 233 ‑ 16 of the French Commercial Code. The General Meeting authorises the issue of mutual certificates and establishes their key characteristics. In this context, it may delegate the powers necessary to decide on practical aspects to the Board of Directors. The Board of Directors reports on the exercise of this delegation to the next General Meeting. The Annual General Meeting fixes the compensation of the mutual certificates at the time of the approval of the financial statements within the limits fixed by law. It may decide to pay this compensation in mutual certificates to the certificate holders who so request according to the terms set by the Board of Directors.

8.1.2.30

Deliberations of the Ordinary General Meeting (Article 30)

(a) Subject matter of deliberations The Ordinary General Meeting is held once a year, no later than during the second quarter, at the invitation of the Board of Directors as sent by the Chairman of the Board.

355

Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES