Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

(b) Responsibilities The responsibilities of the Compensation and Appointments Committee, which are included in the internal bylaws of the Board of Directors of Groupama Assurances Mutuelles, are listed below: propose to the Board of Directors any matters relating to the personal status of the corporate secretaries, specifically compensation, pensions, as well as provisions for the departure of members of the Company’s management bodies; ❯ make any proposals relating to the compensation of corporate officers; ❯ define the rules for setting the variable portion of the compensation of Corporate Secretaries and ensure the consistency of these rules with the annual assessment of the performance of the Corporate Secretaries and with the Group’s medium ‑ term strategies; ❯ evaluate all compensation and benefits received by Directors, as applicable, from other companies of the Group, including retirement benefits and benefits of any kind; ❯ organise a procedure to select future Independent Directors and to perform its own studies on potential candidates before any measure has been taken with regard to them; ❯ verify each year the individual status of each dircector other than Directors representing member mutuals or employees with regard to the status of Independent Director and communicate the conclusions of its examination to the Board of Directors; ❯ perform tasks involving evaluation of the Board of Directors’ operating methods annually and to communicate the conclusions of these tasks to the Board of Directors. ❯ (c) Activity in 2022 During fiscal year 2022, the Compensation and Appointments Committee met on five occasions: 3 March, 19 April, 10 May, 19 October, and 7 December. Each time, the committee presented a report on its activities to the Board of Directors. The Chairman of Groupama Assurances Mutuelles and the CEO do not participate in the committee’s work. The General Secretary of Groupama Assurances Mutuelles, who performs the duties of secretary of the committee, provides ongoing assistance in the committee’s work. 1 Independent Director: Isabelle Bordry, Chairman of the committee, who replaced Caroline Grégoire Sainte Marie. ❯ Daniel Collay, Chairman of the Groupama Paris Val de Loire regional mutual, ■ Denis Roumégous, Chairman of the Groupama Centre ‑ Atlantique regional mutual; ■

Follow ‑ up on certain financial transactions or projects it is further noted that at every meeting, the committee heard the statutory auditors without the management being present. ❯ the committee was informed of the audits conducted by various authorities and reviewed the draft responses or the action plan monitoring; ❯ the committee examined the following topics: ❯ authorisation to use derivative assets to manage equity, property, or currency risks, ■ renewal of the annual authorisation granted to senior management for sureties, endorsements, and guarantees, ■ renewal of the parental guarantee package of an international subsidiary, ■ the off ‑ balance ‑ sheet commitments of Groupama Assurances Mutuelles, ■ the Asset Management mandate linking GMA to Groupama Asset Management, ■ the granting of intra ‑ group subsidies, ■ the Groupama joint crisis management mechanism; ■ it issued an opinion on a property transaction; ❯ the committee examined the advisability of issuing subordinated debt, the proposed repayment and early redemption option of Tier 1 subordinated debt 2024, and was informed of the execution of the subordinated debt redemption authorisation; ❯ it was kept informed of the progress of the “The Link” property project and given status reports on the international subsidiaries and plans for capital increases; ❯ it reviewed Groupama Asset Management’s business model; ❯ it was informed of the formation of the VAT group. ❯ the statutory auditors presented to the committee their 2022 strategic audit plan, which describes their responsibilities, the areas of particular attention, and their audit approach in response to the identified risks; ❯ they presented the new PricewaterhouseCoopers Audit signatory partners to the committee; ❯

Finally, the committee also defined its programme of work.

3.1.2.2

Compensation and Appointments Committee

(a) Membership The Compensation and Appointments Committee is made up of 4 members, including: 3 Directors representing the regional mutuals: ❯ Nicolas Assémat, Chairman of the Groupama Méditerranée regional mutual, who replaced Jean ‑ Pierre Constant, ■

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES