Groupama // Universal Registration Document 2022

3

CORPORATE GOVERNANCE AND INTERNAL CONTROL Statutory auditor’s special report on related ‑ party agreements

3.8 STATUTORY AUDITOR’S SPECIAL REPORT ON RELATED ‑ PARTY AGREEMENTS

(General meeting to approve the financial statements for the fiscal year ended 31 December 2022)

PricewaterhouseCoopers Audit 63, rue de Villiers 92208 Neuilly ‑ sur ‑ Seine Cedex

Mazars Tour Exaltis 61, rue Henri Régnault 92400 Courbevoie

Dear Members, In our capacity as statutory auditors of your CAISSE NATIONALE DE REASSURANCE MUTUELLE AGRICOLE GROUPAMA, we hereby present our report on the related ‑ party agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the principal terms and conditions of the agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements. We performed the procedures that we deemed necessary in accordance with the professional standards applicable in France to such engagements. These procedures consisted in verifying that the information provided to us is consistent with the underlying documents.

AGREEMENTS TO BE SUBMITTED TO THE GENERAL MEETING FOR APPROVAL

Agreements authorised and entered into during the past fiscal year Pursuant to Article R. 322 ‑ 57 of the French insurance code, we were informed of the following agreements entered into during the past fiscal year that were authorised in advance by your Board of Directors. Joint crisis management mechanism The Board of Directors, on 10 March 2022, authorised the implementation of a joint crisis management mechanism (known as “MSG” in French), aimed at implementing joint actions and applying to Groupama Assurances Mutuelles and to the 11 regional mutuals, within the limit of an annual expenditure cap set at 1.5% of the premiums of the 11 regional mutuals earned in respect of the previous financial year. The cost of the joint action within this framework is either borne directly by Groupama Assurances Mutuelles, or by one or more of the regional mutuals, with Groupama Assurances Mutuelles paying a subsidy to the regional mutuals to cover the net cost borne by them. The joint contribution of the regional mutuals to the MSG is accounted for by Groupama Assurances Mutuelles in the calculation of the profit share paid under the general reinsurance regulations. The Board of Directors approved the payment of subsidies by GMA to one or more regional mutuals for a maximum annual amount of 82% of the annual envelope and authorised the amendment to be made to section 2 of the reinsurance agreement with effect from 1 January 2022. Directors concerned: Mr Assémat, Mr Collay, Mr Dagès, Mrs Le Dilly, Mr Moy, Mr Pivard, Mr Poupart, Mr Roumégous, and Mr Schmitt. Financing of major Group programmes: For the financing of major programmes, on 15 December 2022, the Board of Directors authorised the payment of grants to the regional mutuals in 2023 in order to: support the development of banking activities (Orange Bank) for a maximum amount of €7.5 million before corporate income tax, or €5.56 million net of corporate income tax; ❯ share in the cost of issuing mutual certificates in 2023 for a maximum amount of €16 million; ❯

70

Universal Registration Document 2022 - GROUPAMA ASSURANCES MUTUELLES