Groupama // Universal Registration Document 2022

8

ADDITIONAL INFORMATION Company information

However, the exclusion of a member mutual shall require a two ‑ thirds majority of the delegates present or represented by a secret ballot.

referred to mediation. The mediator shall be appointed jointly by the parties in the event of two ‑ party disagreement; if there are multiple parties to the disagreement, either a single mediator shall be appointed jointly by the parties or two mediators shall be appointed, one by the plaintiff(s) and the other by the defendant(s). After the appointment of the mediator(s), a mediation agreement shall be entered into between the parties to the mediation and the appointed mediator(s) to govern the mediation procedure, it being specified that the mediation shall not exceed three months from the appointment of the mediator(s), unless agreed by the parties, and that the entire procedure as well as the exchanged exhibits shall be treated confidentially. The other arrangements of the procedure shall be settled by Articles 1532 to 1535 of the French Civil Procedure Code. The mediation shall be deemed terminated in the following cases: if the parties fail to agree on the appointment of the mediator(s), duly documented; ❯ if an agreement between the parties is duly recorded in a memorandum of understanding after the mediation procedure; ❯ if a disagreement between the parties is duly documented after the mediation procedure. ❯ In the mediation fails, the dispute shall be settled by arbitration before an arbitration body composed of three arbitrators. The plaintiff(s) and the defendant(s), regardless of the number of parties to the dispute, shall each jointly appoint an arbitrator. The first party or parties to resort to arbitration shall notify the other party or parties by registered letter with acknowledgement of receipt, indicating the contact details of the chosen arbitrator. If there are multiple plaintiffs, if they cannot agree on the name of an arbitrator, the arbitrator shall be appointed by the President of the Paris court, ruling in summary proceedings initiated by the first party to take such action. Within a maximum period of 30 days from receipt of this notification, the other party or parties must notify the plaintiff(s) by registered letter with acknowledgement of receipt of the contact details of the chosen arbitrator. Failing this, the President of the Paris court, ruling in summary proceedings, shall appoint the arbitrator at the request of one of the defendants or one of the plaintiffs. Before the examination of the merits of the case, the arbitrators thus appointed shall appoint a third arbitrator to act as President of the arbitral tribunal. If the arbitrators disagree on the appointment of the third arbitrator within 30 days following the receipt of the notification of the appointment of the second arbitrator, the third arbitrator shall be appointed by the President of the Paris court ruling in summary proceedings initiated by the first party to take such action. The arbitrators shall render a decision based on law.

8.1.2.31

Deliberations of the Extraordinary General Meeting (Article 31)

(a) Subject matter of deliberations The General Meeting may amend the bylaws in all their provisions. It may decide on the early dissolution of the national mutual. Quorum and majority The General Meeting’s deliberations are valid if at least one half of the delegates, representing at least one half 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 if at least one third of the delegates, representing at least one third of the member mutuals, are present or represented. Decisions shall be taken by a two ‑ thirds majority vote of the delegates present or represented. (b) Except in the case of an extension approved by the Extraordinary General Meeting, the national mutual shall be dissolved on expiry of the term set by the bylaws. Dissolution may also occur at any time by decision of the Extraordinary General Meeting. The meeting governs the method of liquidation and appoints one or more receivers and defines their authority. The receivers shall exercise their duties in accordance with the law. Once all senior, secured, and subordinated creditors have been repaid, the mutual certificates shall be reimbursed at the par value of the certificate, minus, where applicable, the amount of the application of the losses against the initial capital, it being specified that prior to this reduction, the losses shall be applied against the reserves. After the corporate liabilities have been settled and the mutual certificates have been repaid, any net assets shall be allotted to the member mutuals in proportion to the mutual certificates that they held before repayment. 8.1.2.32 8.1.2.33 Internal bylaws (Article 33) Without prejudice to Article 25.5 of these bylaws, the Board of Directors establishes internal bylaws setting the operating rules of corporate bodies that do not fall within the bylaws. Subscription to the bylaws automatically implies subscription to the internal bylaws. Settlement of disputes (Article 34) Any dispute arising either between the national mutual and one or more member mutuals or between the member mutuals themselves concerning the affairs of the national mutual during the life of the national mutual or during its liquidation shall be 8.1.2.34 Dissolution - Liquidation (Article 32)

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES