Groupama // Universal Registration Document 2022

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ADDITIONAL INFORMATION Company information

8.1.3.2 (a) Rights and obligations of Directors Presentation of the Articles of association and the internal bylaws Before accepting their duties, all Directors must be familiar with the laws and regulations relating to their duties. A copy of the bylaws of Groupama Assurances Mutuelles and of these internal bylaws will be submitted to them upon entering into office. The Board will ensure that the internal bylaws are updated to take into consideration any legal and regulatory changes as well as any changes to local practice. Training The competence of the Directors is assessed by the ACPR collectively taking into account the training and individual experience of all members. The knowledge and skills required by the ACPR, which are appropriate for carrying out the duties of the Board of Directors, relate to insurance markets, financial markets and the Company’s strategy and business model, its governance system, financial and actuarial analysis and the legislative and regulatory requirements applicable to the undertaking and appropriate for carrying out the duties of the Board of Directors. At all times, Directors are required to maintain a level of competence meeting the criteria required by the insurance laws. Directors and members of specialised committees may be required to take training courses that meet these requirements or may take the initiative to do so if they deem this necessary. (b) Directors must dedicate the necessary time and effort to their duties. They must undertake faithfully to attend meetings of the Board and committees of which they are a member and actively participate in their respective work. If they feel that any decision of the Board of Directors is likely to harm Groupama Assurances Mutuelles, Directors must undertake to clearly express their opposition and to use every means possible to convince the Board of the relevance of their position. (c) (d) Loyalty and conflicts of interest Directors have an obligation of loyalty to Groupama Assurances Mutuelles. They must not under any circumstances act in their own interest against that of Groupama Assurances Mutuelles. Directors undertake not to seek or accept from Groupama Assurances Mutuelles or the Group, directly or indirectly, benefits likely to be considered as compromising their independence of analysis, judgement, and action. They must also reject any direct or indirect pressure possibly applied on them and possibly originating from other Directors, creditors, suppliers and any third party in general. To this end, prior to signing, they undertake to submit to the Board of Directors, as well as to the Audit and Risk Participation in Board and committee meetings

(e) Management Committee, in accordance with the procedure described in Appendix 2, any agreements falling under Article R. 322 ‑ 57 of the French Insurance Code. Moreover, it is forbidden for Directors to: acquire a stake or responsibility in any unlisted company in which Groupama Assurances Mutuelles or the Group directly or indirectly holds a share in any capacity other than as a Group representative; ❯ acquire a stake or responsibility in any unlisted company that has a contractual relationship with Groupama Assurances Mutuelles or the companies of the Group, with the exception of customary insurance policies. ❯ They are to ensure that their participation on the Board is not the source of any conflict of interest for them or Groupama Assurances Mutuelles, both personally and by reason of the professional interests they represent. In the event of a specific conflict of interest relating to a specific dossier, the Directors in question will report it in full and in advance to the Board of Directors; they will be required to abstain from participating in Board discussions and decision ‑ making on this point (in that event they are excluded from calculation of the quorum and of the vote). In the event of any question, Directors may consult the General Secretary, who will guide them on the application of these principles. The Chairman or the Chief Executive Officer of Groupama Assurances Mutuelles must send each Director any documents and information necessary for fulfilment of the Board’s duties, i.e. , making decisions for which it is competent and control of the administration exercised by management. Preparation for Board meetings The Chairman or the Chief Executive Officer will seek to communicate to the Directors no later than three days prior to any meeting, except in the case of an emergency or extraordinary circumstance, a work file, including in electronic form, containing all necessary documents and information, to allow the Directors to participate in Board discussions in a knowledgeable manner and to make a useful contribution to discussion points on the agenda. In the absence of information or in the event that the information communicated is deemed to be incomplete, the Directors will request that the Chairman or the Chief Executive Officer provide information they believe to be essential to their participation in the Board of Directors meetings. Ongoing information Outside of Board meetings, the Chairman, or Chief Executive Officer is required to communicate to Directors, insofar as they are aware thereof, information and documents needed to perform their duties, insofar as they are not hindered by business secrecy, as Directors have an obligation of confidentiality. Rights and obligations of Directors with regard to information

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES