Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

(b) Responsibilities The main responsibilities of the Audit and Risk Management Committee, which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: examining the combined/consolidated/parent company draft half ‑ annual and annual financial statements as well as the references and scope of consolidation; ❯ ensuring that the internal data collection and control procedures guarantee the quality and reliability of the Company’s accounts; ❯ reviewing the performance of the statutory auditors’ responsibilities and the amount of fees paid to them and ensuring compliance with the rules guaranteeing their independence; ❯ reviewing the financial investment policy and assets/liabilities management; ❯ reviewing the forecasts in advance and monitoring their achievement; ❯ overseeing the risk management and internal control policy, procedures, and systems; ❯ reviewing the regulatory reports (ORSA, RSR, SFCR, actuarial function report); ❯ reviewing the Group’s main risks and its solvency situation; ❯ reviewing the projected audit plan and the monitoring of the implementation of the audit recommendations; ❯ examining any amendments to the reinsurance agreement, regulated agreements, and the financing of major programmes. ❯ (c) Activity in 2022 In 2022, the Audit and Risk Management Committee met seven times: on 19 January, 2 March, 30 March, 11 May, 31 August, 18 October, and 6 December. The participation rate was 97.43%. In 2022, the Audit and Risk Management Committee focused its work on the following main topics: Review of the Group’s financial position over the course of two meetings, the committee reviewed the Asset Management policy looking back on 2022 as well as ahead to fiscal year 2023; this enabled it in particular to monitor the progress of the Group’s investment policy and the possibility of entering a recession; It also reviewed the sustainable investment charter; ❯ it reviewed Groupama’s 2022 projected combined results, the 2023 budget, and the Group’s operational strategy planning for 2024 ‑ 2025. ❯ Monitoring of the statutory audit of the annual and half ‑ year financial statements the Audit and Risk Management Committee reviewed the 2021 combined, consolidated, and individual financial statements, the 2022 half ‑ year combined financial statements, and the Solvency II results; ❯

Monitoring of risks and solvency Follow ‑ up of the statutory auditors’ responsibilities it reviewed the balance sheet as well as the prospects for renewing the external reinsurance programme for 2023 and was consulted on the modification of the General Reinsurance Regulations. ❯ the committee examined the status of reappointments of the Group’s statutory auditors and the statutory auditors’ fees budget for fiscal year 2022; ❯ the committee reviewed the Group’s major risks as of 31 December 2021 and 30 June 2022; ❯ it regularly reviewed the execution of the audit plan (including the Cyber cross ‑ functional audit) as well as the implementation of the audit recommendations and the draft 2023 audit plan; ❯ the committee devoted several meetings to subjects falling within the Solvency II prudential framework during which the following were presented to it, depending on the case, for an opinion or for information: ❯ GMA and Group 2022 ORSA reports sent to the ACPR and the validation of the 2022 ORSA stress tests, EIOPA stress tests, ■ the Solvency and Financial Condition Report (SFCR) and the Regular Supervisory Report (RSR) of GMA and the Groupama group, ■ the actuarial function report, ■ the compliance verification key function report, ■ the revision of certain written policies subject to the approval of the Board of Directors, ■ the tracking of the Group’s risk tolerance dashboards and the adjustment of asset risk limits; ■ it examined the semi ‑ annual reports on major litigation under way within the Group and the report on internal control of the Company’s plan against money laundering and terrorist financing; ❯ it was informed of the appointment of the AML ‑ CFT permanent and periodic control Managers; ❯ it was informed of changes in the financial and regulatory environment and impacts for the Group; ❯ it also devoted two meetings during the year specifically to a review of the principles, rules, and options adopted for the closure of the annual and half ‑ year financial statements; ❯ it gave its opinion on draft press releases relating to the annual and half ‑ year financial statements and was consulted on the draft 2021 Universal Registration Document (DEU) without the financial statements, which was filed with the Autorité des Marchés Financiers (AMF) on 28 April 2022 under number D. 22 ‑ 0374; ❯ a progress report on the roadmaps for adapting to IFRS 17 and 9 was presented to it, as well as the IFRS 17 control metrics, and it was informed of the monitoring of its implementation and the additional resources necessary to complete the project. ❯

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES