Groupama // Universal Registration Document 2022

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CORPORATE GOVERNANCE AND INTERNAL CONTROL Disclosures on Corporate Governance

Miscellaneous

In 2022, the work of the committee focused on the following main topics: Status and compensation of corporate officers the committee proposed a review of the compensation for 2021 for the Chief Executive Officer; ❯ it examined the draft Universal Registration Document, the Groupama Assurances Mutuelles 2021 management report on the remuneration of Directors and corporate officers and the report on corporate governance; ❯ it examined the compensation systems for the Chairman and the Chief Executive Officer for the 2022 fiscal year; ❯ it finalised the Chief Executive Officer’s variable compensation system for the 2022 fiscal year proposed the elements for building the 2023 variable compensation system as well as the 2023 ‑ 2025 multi ‑ year performance plan; ❯ it examined the criterion for deferral of the CEO’s variable compensation; ❯ it examined the changes in the settlements of life annuities for Chairmen; ❯ it studied the revaluation of the daily time allowances. ❯ the committee interviewed candidates to propose to the board an appointment as an Independent Director of Groupama Assurances Mutuelles who will also sit on the audit and risk Management Committee of this Company; ❯ the committee proposed to the Board the appointment of a new member, Isabelle Bordry, and suggested that she take over the chairmanship of the committee to replace Caroline Grégoire Sainte Marie from the end of her term of office. ❯ the committee verified the independent status of the outside Directors of the Board of Directors in the light of the criteria set out in the AFEP ‑ MEDEF Corporate Governance Code, included in the internal bylaws. ❯ Selection of a new Independent Director and appointment of a new member Verification of independence Operating methods of the Board of Directors and committees and changes in governance the committee proposed a training programme for 2022 and subject areas that could be adopted for 2023. ❯ the committee reviewed the results of the outside assessment of the Board of Directors and the committees for the 2021 fiscal year; ❯ it reviewed the draft questionnaire on the internal assessment of the work of the Board and the committees for the 2022 fiscal year; ❯ it examined the publication of the AFEP ‑ MEDEF Code implementation guide and its consequences in terms of governance, as well as its application in the light of the external comparative study on governance. ❯ Training of Directors

3.1.2.3 (a) Membership The Strategy Committee is made up of 4 members, including: two Directors representing the member mutuals: ❯ Laurent Poupart, Chairman of the Groupama Nord ‑ Est regional mutual, ■ Sylvie Le Dilly, Chairman of the Groupama Centre Manche regional mutual; and ■ two Independent Directors: Isabelle Bordry and Ada Di Marzo. ❯ the committee reviewed the Vision initiative, the HR pillar of the transformation; ❯ it reviewed the compensation of the members of the senior Management Committee; ❯ it reviewed the 2021 equity ratios; ❯ it was informed of the promulgation of the law to accelerate economic and professional equality; ❯ the committee also defined its programme of work for fiscal year 2023. ❯ (b) Responsibilities The responsibilities of the Strategy Committee, which are included in the internal bylaws of the Groupama Assurances Mutuelles Board of Directors, are listed below: review the strategic guidelines and associated action plans of the Group and its components as contained in the three ‑ year Strategic and Operational Planning Process (PSO); ❯ discuss the Group’s longer ‑ term, forward ‑ looking strategic guidelines in the light of the opportunities and constraints of the environment as anticipated by the Group; ❯ review, on behalf of the Board of Directors, proposed strategic partnerships or M&A (acquisitions and disposals) and similar opportunities from strategic and financial perspectives, it being specified that the Chairman of the Audit and Risk Management Committee is invited to take part in this work. ❯ (c) Activity in 2022 During the 2022 fiscal year, the Strategy Committee met three times: on 28 March, 11 October, and 6 December. On each occasion, it presented a report on its activities to the Board of Directors. The attendance rate was 100%. Ada Di Marzo, an Independent Director appointed on 11 October 2022 to replace Isabelle Bordry, chairs the Strategy Committee. The deputy CEO in charge of strategy and partnerships, Human Resources, and the general secretariat, as well as the general secretary, who also handles the secretarial duties, and the head of legal are permanent members of the committee. Strategy Committee

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Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES