Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

3.1.1.8 Work of the Board in 2022 The Board of Directors met ten times during fiscal year 2022, including the Board of Directors seminar, which was held in November. The meeting attendance rate of the Board members was 99%, compared with 98% in 2021. The Group General Secretary carried out the duties of Secretary of the Board. In 2022, the Board deliberated mainly on the following issues: the individual and combined annual accounts and the combined semi ‑ annual accounts as well as the various reports and documents required by the regulations and particularly those required within the Solvency 2 prudential framework (report on internal control of measures to fight money laundering and terrorist financing, SCR and MCR coverage ratios, group and solo ORSA, SFCR, and RCR reports, actuarial function report, etc.); ❯ modification of the General Reinsurance Regulations with the regional mutuals; ❯ establishment of a joint crisis management mechanism; ❯ partnership projects; ❯ prospects for renewal external reinsurance protection; ❯ the provisional audit plan for 2023; ❯ the updating of written policies; ❯ property and financial transactions; ❯ governance, with: ❯ the outside assessment of the operation of the Board of Directors, ■ the compensation of Managers and corporate officers, ■ the amendment of the bylaws; ■ the financing of major programmes for 2022; ❯ the updating of the Company’s strategic plan in accordance with the job security law; ❯ authorisation of sureties, endorsements, and guarantees; ❯ the issue of subordinated instruments and the proposed redemption and option of early redemption of subordinated instruments; ❯ authorisation to use derivative assets. ❯ the performance indicators for the Group’s businesses and particularly the key management indicators; ❯ the implementation of the Group’s strategy; ❯ the monitoring of the CSR strategy; ❯ the combined results forecasts for 2022, the 2023 budget, and the forecasts for 2024 to 2025; ❯ the half ‑ year review of the balance sheet and the guidelines for the Asset Management policy; ❯ Lastly, the Board of Directors acknowledged the work of the Board’s three committees and reviewed certain matters for information purposes, mainly including:

Lastly, the employment contract of Thierry Martel, Chief Executive Officer, was suspended due to his 21 years of service within the Company as an employee before his appointment. the Compensation and Appointments Committee does not have a majority of Independent Directors; its current membership reflects the Company’s mutual insurer structure, as the elected Directors of the mutual insurance company are also inherently independent. This committee was also chaired by an Independent Director. Moreover, the Company did not wish to include a Director representing the employees on the Compensation and Appointments Committee, believing that this body is not the most appropriate for employee expression, which is strongly developed elsewhere within the Group. ❯ the number of Independent Directors represents only 30.8% of the total number of Directors making up the Board of Directors (excluding Directors elected by the employees) and not one third, the percentage recommended for companies having a controlling shareholder. However, this proportion is in line with the provisions of Article R. 322 ‑ 120 ‑ 3 of the French Insurance Code, applicable to the Groupama central body, which provides that its Board of Directors must have a number of Independent Directors of at least one quarter of the total number of its Directors, i.e. at least four Independent Directors as of this date, and at most one third of this total. This special provision is binding on the Company and represents a regulatory exception to the principle that the Board of Directors of a mutual insurance company must be composed of members, in this case representatives of member mutuals for Groupama Assurances Mutuelles. Furthermore, as a matter of principle, all the Directors of a mutual insurance company are completely independent because they do not have any proprietary interests (shares) in the Company. The choice of the minimum proportion provided for in this article is justified by the Company’s mutual insurer structure and the inherent independence of its Directors; the proportion of independent members within the Audit and Risk Management Committee is 40% compared with the recommended minimum of two thirds; this membership is meant to be more in line with the Company’s structure as a mutual insurer without capital structure, as the elected representatives of the mutual insurance company is also inherently independent; note that the Chairman of the committee is an Independent Director and has proven financial and insurance expertise; ❯ ❯

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES