Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Responsibilities of the Board of Directors

3.1.1.4

3.1.1.7 Code of Corporate Governance Despite its conversion into a mutual insurance company, Groupama Assurances Mutuelles chose to continue to refer to the AFEP ‑ MEDEF corporate governance Code, revised in December 2022. In the absence of a corporate governance Code specific to the mutual insurance world, it was considered preferable to continue to refer to the AFEP ‑ MEDEF Code rather than to no longer refer to a corporate governance Code. Groupama Assurances Mutuelles holds securities admitted to a regulated market. Its conversion reinforces the relevance of the non ‑ implementation of some of the Code’s recommendations. The main exemptions from the recommendations from the Code of Corporate Governance in force are as follows: above €50 million: any loans, excluding cash operations conducted with companies that have equity ties to Groupama Assurances Mutuelles, either directly or indirectly; ❯ above €10 million: grant any pledges on corporate property. ❯ the duration of the terms of office of Directors appointed by the General Meeting is not 4 years but 6; given the current situation, Groupama Assurances Mutuelles considers the maximum term provided by law to be more appropriate for its mutual insurance structure due to the establishment of a long ‑ term career path for Directors within the mutual insurance company; ❯ since its conversion into an agricultural reinsurance mutual, which is a special form of mutual insurance company, the provisions relating to diversity on Boards of Directors no longer apply to it. However, the Company, which had 30.8% female Directors (excluding Directors elected by the employees) as of 31 December 2022, has a goal of at least 40% female Directors in the long term. To do this, the Company has taken incentive measures to ensure that a greater proportion of women are represented in the mutual insurance pyramid, starting from the local level, then the regional level, and reaching the national level where the composition of the Board of Directors of Groupama Assurances Mutuelles is based; ❯ (purchase, contribution, exchange, etc.) as part of a business partnership operation; above €100 million per security and in total consolidated holdings of Groupama Assurances Mutuelles by various companies of the Group, excluding dividend reinvestment in securities and buy/sell transactions: acquisition (including by way of capital increase) of any equities as part of the following transactions: ❯ acquisition of unlisted equities, excluding business partnerships, ■ acquisition of listed equities outside the Groupama Asset Management mandate; ■ above €50 million per transaction: acquisition, divestment, or exchange of any insurance investment or operating property assets (property and shares or units of property companies); ❯

3.1.1.5 3.1.1.6 Authority Reserved for the Board of Directors Under the bylaws of the Company, some operations require prior approval by the Board: amendment of the reinsurance agreement and the agreement defining the security and solidarity mechanisms with the member mutuals (a presentation of these agreements is provided in section 3.7); ❯ issues of securities of any kind as well as issues and redemptions of mutual certificates; ❯ any significant operations that may affect the Group’s strategy and its scope of activities; ❯ the methods for implementing the solidarity plan pursuant to the agreement on security and solidarity plans; ❯ termination of the agreement defining the security and solidarity mechanisms at the initiative of Groupama Assurances Mutuelles. ❯ The Chairman of the Board of Directors will organise and lead the work of the Board of Directors, on which he reports to the General Meeting. He will ensure the proper functioning of the corporate bodies and, in particular, will ensure that the Directors are capable of fulfilling their duties. The decision to terminate the reinsurance agreement at the initiative of Groupama Assurances Mutuelles must be made by a two ‑ thirds majority of the members. Certain operations are also subject to approval by the Board of Directors if they exceed a unit amount set by the Board of Directors. The unit amount of transactions beyond which the Chief Executive Officer must obtain prior authorisation from the Board of Directors, set by the Board of Directors at its meeting on 23 October 2019, is as follows: above €20 million per security and in total consolidated holdings of Groupama Assurances Mutuelles by various companies of the Group, excluding dividend reinvestment in securities: acquisition or divestment of entities or Company securities giving it at least a blocking minority by any means ❯ The Board of Directors sets the Company’s business strategy and oversees its implementation. Subject to the powers expressly assigned to the General Meeting and up to the limit of the corporate purpose, it deals with any issues involving the smooth running of the Company and settles the matters concerning it through its deliberations. In addition, it performs any audits or controls it deems necessary. In accordance with the provisions of the French Insurance Code, the duties of Chairman and Chief Executive Officer are separated. Executive duties are therefore entrusted to a CEO who is not a Board member. Responsibilities of the Chairman of the Board of Directors

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES