Groupama // Universal Registration Document 2022

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ADDITIONAL INFORMATION Company information

(f) Provisions specific to the holding of Board meetings by video conference or any method of telecommunication Directors who participate in Board meetings by video conference or any other method of telecommunication, in accordance with the legal and regulatory provisions and within the established limits, are deemed to be present for purposes of calculating a quorum and majority. These methods must have technical characteristics that guarantee effective participation in the Board meeting and must allow the continuous broadcast of its deliberations. However, participation in Board meetings by video conference is excluded for ruling on the following decisions: (g) Secretarial duties of the Board of Directors The secretarial duties of the Board of Directors are to be fulfilled by the General Secretary of Groupama Assurances Mutuelles. Attendance record and minutes In accordance with the law and current regulations, an attendance record is to be maintained, which is to be signed by the Directors participating in the Board meetings, indicating the names of the Directors deemed present under the terms of Article R. 322 ‑ 55 ‑ 4 of the French Insurance Code. The minutes will report the discussions as fully as possible. Copies or extracts of the minutes of the deliberations are to be certified as valid by the Chairman, the Vice ‑ Chairman called to preside over the meetings if the Chairman is unavailable, the Chief Executive Officer, the Secretary of the Board, or a legal representative authorised for this purpose. Assessment of the Board of Directors The corporate governance report, attached to the management report, shall describe the conditions for preparing and organising the Board’s tasks and the limits of its powers, if applicable. To allow for preparation of this report, at least once per year, during one of its meetings, the Board of Directors will dedicate an item on its agenda to a discussion of its operation. The Compensation and Appointments Committee is responsible for ensuring the proper application of the recommendations resulting from the assessment of the Board of Directors and its committees and for submitting regular reports to the Board. appointment, compensation and dismissal of the Chairman and the Chief Executive Officer; ❯ preparation of the annual financial statements and the management report; ❯ preparation of the consolidated and combined financial statements and the management reports. ❯ (h) (i)

(d) Moreover, the Board must also annually verify the individual status of each Director with regard to the status of independent Director and report its findings in the annual report. It is assisted in this by the Compensation and Appointments Committee. Non ‑ voting Directors Pursuant to Article 21 of the bylaws of Groupama Assurances Mutuelles, the General Meeting may appoint one or more non ‑ voting Directors, up to a maximum of six. All obligations of the Directors hereunder are applicable to the non ‑ voting Directors, including when the obligations result from provisions applicable only to the Directors. The Board of Directors will meet at least four times per year when convened by its Chairman or by any party to whom the Chairman delegates this task. If the Board has not met for more than two (2) months, at least one third of the Board members may ask the Chairman to convene a meeting for a specific agenda. Notices convening meetings shall be made by letter, telegram, telex, fax, or e ‑ mail, or verbally and may be sent by the General Secretary. The Chief Executive Officer may also request that the Chairman convene the Board for a specific agenda. A draft schedule of meetings is to be prepared no later than December, for the following year. Directors may ask the Chairman to invite the principal administrative officers of Groupama Assurances Mutuelles to meetings of the Board of Directors to question them on any issues relating to the exercise of their duties. (e) Status of independent Director Directors are considered independent when they maintain no relationship of any kind whatsoever with Groupama Assurances Mutuelles, its Group or its management that might compromise the exercise of their freedom of judgement. These criteria for the status of independent Director are defined in Appendix 4 below. The status of independent Director must be discussed by the Compensation and Appointments Committee and reviewed each year by the Board of Directors prior to the publication of the annual report. The Board of Directors shall inform the member mutuals of the findings of this assessment at the General Meeting called to nominate the Directors of Groupama Assurances Mutuelles or to approve appointments made by nominations by the Board of Directors. Notice convening meetings – holding of Board meetings

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES