Amundi : Corporate Governance report including items of compensation due or awarded to each Senior Executive and Company Officer of Amundi in respect of 2023 and submitted to the annual general shareholders’meeting for approval

2

CORPORATE

GOVERNANCE

PREAMBLE

52

2.1 THE BOARD OF DIRECTORS

AND ITS COMMITTEES

53

2.1.1 Overview of the Board of Directors,

role and operation

53

2.1.2 Activities of the Board of Directors

during 2023

63

2.1.3 Overview of the specialised committees

and their activities in 2023

65

2.2 INDIVIDUAL OVERVIEW OF THE DIRECTORS AND

THE NON-VOTING MEMBER

76

2.3 SENIOR EXECUTIVES, COMPANY OFFICERS AND GROUP MANAGEMENT

BODIES

90

2.3.1 The Chairman of the Board and their

duties	90
2.3.2 Executive directors and their powers	90

2.3.3 Individual information regarding senior

	executives and company officers	91
2.3.4	The Group's Management Bodies	94
2.4	COMPENSATION	96

2.4.1 General principles applicable

to the compensation of all Amundi

	employees and senior executives	98
2.4.2	Compensation for "identified staff"
	(AIFM / UCITS V, IFD and CRD V)	102
2.4.3	Compensation of Amundi Company
	Officers in 2023	108

2.4.4 Compensation policy for Amundi's Company Officers for the 2024 financial

year

132

AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

_51

2 CorporatePreamble governance

PREAMBLE

2023 financial year

Dear shareholders,

In accordance with Articles L. 225-37 and L. 22-10-10 of the French Commercial Code and in addition to the management report, we present our annual Corporate Governance report, drawn up primarily as follows:

• preparation by the Secretariat of the Board of Directors of the elements relating to the presentation of the governance and the work of the Board of Directors and its committees conducted in 2023;
• the Appointment Committee prepared the items relating to the analysis of the workings of the Board, its composition, diversity policy, and the individual contributions of the directors, in line with AMF and AFEP-MEDEF recommendations and financial and banking regulations;
• analysis of compliance with the recommendations from the AFEP-MEDEF Code and the proper application of the procedure on current agreements and regulated agreements;
• the Compensation Committee and the Board of Directors prepared items on compensation policy and the breakdown of items of compensation of executive corporate officers and Board members.

This report was approved by the Board of Directors during its meeting of 26 March 2024.

The purpose of it is to present the highlights of the Company's corporate governance, which is structured around the Company's Board of Directors assisted by its specialised committees (2.1). Individual information on the members of the Board of Directors will also be presented, including a list of all their mandates and positions held in any company during the financial year (2.2), as well as information on the executive corporate officers, assisted in their roles by the internal management bodies (2.3).

In accordance with Articles L. 22-10-8 and L. 22-10-9 of the French Commercial Code, this report on corporate governance also sets out in a clear and understandable way the compensation policy for Corporate Officers and the compensation items relating to the financial year 2023 (2.4).

Finally, chapters 4 and 8 of the Universal Registration Document present the information stipulated by Articles L. 225-37-4, L.22-

10-10 5° and L. 22-10-11 of the French Commercial Code, specifically:

• a summary table of delegations in the process of validation granted by the General Shareholders' Meeting of Shareholders with regard to capital increases, showing the use made of these delegations during the financial year;
• the procedures for the participation of shareholders in the General Shareholders' Meeting.

52_ AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

Corporate governance	2
The Board of Directors and its Committees

2.1 THE BOARD OF DIRECTORS AND ITS COMMITTEES

2.1.1 Overview of the Board of Directors, role and operation

2.1.1.1 Overview

2.1.1.1.1 Overview of developments in 2023

In 2021, Yves Perrier had accepted the chairmanship of the Board of Directors of Amundi SA, in order to support the Company during a transitional period. This mandate expired following the 2023 General Shareholders' Meeting.

As a result, during the Board of Directors' meeting of 12 May 2023:

• Philippe Brassac, Chief Executive Officer of Crédit Agricole S.A., already a director of the Company since October 2022, replaced Yves Perrier as Chairman of the Board of Directors;
• Bénédicte Chrétien, Group Human Resources Director of Crédit Agricole S.A., was co-opted as a director to replace Yves Perrier;
• Yves Perrier was appointed Honorary Chairman of the Company.

In addition, the General Meeting of 12 May 2023 renewed the terms of office of the following four directors for a period of three years:

• Laurence Danon-Arnaud;
• Christine Gandon;
• Hélène Molinari;
• Christian Rouchon.

Nicolas Mauré, President of the Crédit Agricole de Toulouse 31 Regional Bank, was appointed observer by the Board of Directors of 27 July 2023, to replace Jean-Michel Forest, who had retired.

Finally, Christine Grillet, President of the Crédit Agricole Franche- Comté Regional Bank, was co-opted as a director, by decision of the Board of Directors of 26 October 2023, replacing Christine Gandon. She resigned on 3 August 2023 as part of her appointment to the Board of Directors of Crédit Agricole S.A.

The table below summarises the changes described above as well as those relating to the Board Committees:

Table of changes in the composition of the Board of Directors and the Committees during the financial year

Name	Mandate in the Company	Renewal	Departure	Appointment/
Co-option
Yves Perrier	Chairman of the Board of Directors		Board of Directors
	Member of the Strategy and CSR Committee,		12/05/2023
	the Compensation Committee and the
	Appointment Committee
Philippe Brassac	Chairman of the Board of Directors			Board of Directors
				12/05/2023
Virginie Cayatte(1)	Member of the Risk Management Committee		Board of Directors
	Member of the Strategic and CSR Committee		27/07/2023	Board of Directors
				12/05/2023
Bénédicte Chrétien	Director			Board of Directors
	Member of the Appointment Committee and			12/05/2023
	the Compensation Committee			Board of Directors
				12/05/2023
Danon-Arnaud Laurence	Independent Director, Chairman	OGM 12/05/2023
	of the Strategy and CSR Committee,
	member of the Compensation Committee
Jean-Michel Forest	Non-voting member		Board of Directors
			12/05/2023
Christine Gandon	Director	OGM 12/05/2023	03/08/2023
Christine Grillet	Director			Board Meeting
				26/10/2023
Nicolas Mauré	Non-voting member			Board of Directors
				27/07/2023
Hélène Molinari	Independent Director, Chairman	OGM 12/05/2023
	of the Appointments Committee
Christian Rouchon	Board, Chairman of the Audit Committee	OGM 12/05/2023
	and of the Risks Committee
Nathalie Wright(2)	Member of the Risk Management Committee			Board of Directors
				27/07/2023

Thus, as at 31 December 2023, and as described in the summary tables below, the Board is composed of 13 directors, including five independent directors, seven women and one director elected by the employees. It is completed by 1 non-voting member.

1. Virginie Cayatte was appointed member of the Strategy and CSR Committee at the Board of Directors' meeting of 12 May 2023, and she left her position as a member of the Risk Management Committee at the Board of Directors' meeting of 27 July 2023.
2. Nathalie Wright was appointed member of the Risk Management Committee at the Board of Directors' meeting of 27 July 2023.

AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

_53

• Corporate governance
  The Board of Directors and its Committees
  2.1.1.1.2 Summary table as at 31 December 2023

							Duration of mandate
				Number	Number	Start of		End	Years of
	Age	Sex	Nationality	of mandates in	of shares		of current	presence
	1st mandate
				listed companies	held	mandate	on the Board
CHAIRMAN OF THE BOARD OF DIRECTORS FROM 12/05/2023
Philippe Brassac	64	M	French	2	200	2022		GM 2025(1)	1
DIRECTORS
Bénédicte Chrétien	54	F	French	2	200	2023		AGM 2025	8 months(2)
Patrice Gentié	60	M	French	1	200	2021		2024 AGM	2
Christine Grillet	57	F	French	1	200	2023		2026 AGM	Two months(3)
Michèle Guibert	56	F	French	1	200	2020		2024 AGM	3
Michel Mathieu	65	M	French	1	200	2016		2024 AGM	7
Christian Rouchon	63	M	French	1	200	2009		2026 AGM	14
INDEPENDENT DIRECTORS
Virginie Cayatte	53	F	French	1	250	2015		AGM 2025	8
Laurence	67	F	French	4	480	2015		2026 AGM	8
Danon-Arnaud
Robert Leblanc	66	M	French	1	200	20,015		AGM 2025	8
Hélène Molinari	60	F	French	2	200	2015		2026 AGM	8
Nathalie Wright	59	F	French	2	200	2022		2024 AGM	1
DIRECTOR ELECTED BY THE EMPLOYEES
					764.6458
Joseph Ouedraogo					Amundi			Election
49	M	French	1	Shareholders'	2022		before	1
					FCP mutual			GM 2025
					fund(5)
NON-VOTING MEMBER

Nicolas Mauré

47

M

French

1

N/A(5)

Board of

2023 Directors Six months(4)

2026

1. In 2023, Philippe Brassac succeeded Yves Perrier as Chairman at the end of the General Meeting of 12 May 2023.
2. Bénédicte Chrétien was selected during the Board of Directors' meeting of 12 May 2023.
3. Christine Grillet was selected during the Board of Directors' meeting of 26 October 2023.
4. Nicolas Mauré was appointed non-voting member at the Board of Directors' meeting of 27 July 2023.
5. The Director elected by the employees and the non-voting member are not required to hold shares of the Company.

54_ AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

Corporate governance	2
The Board of Directors and its Committees

Participation and attendance at the meetings of the Specialised

Board Committees

Audit	Risk	Strategy	Compensation	Appointments
Management	and CSR
Committee	Committee	Committee
	Committee	Committee

Adviser

Attendance rate at

Board meetings

NON-EXECUTIVE CORPORATE OFFICERS

Yves Perrier(1)		✔	✔	✔	100%
Chairman of the Board of Directors		100%	100%	100%
Philippe Brassac(2)		✔			100%
Chairman of the Board of Directors		100%
DIRECTORS
Bénédicte Chrétien(3)			✔	✔	100%
		100%	100%
Christine Gandon(4)					85.71%
Patrice Gentié					100%
Christine Grillet(5)					100%
Michèle Guibert		✔			88.9%
	83.33%
Michel Mathieu					66.7%
Christian Rouchon	Chairman	Chairman			100%
100%	100%
INDEPENDENT DIRECTORS
Virginie Cayatte(6)	✔	✔			100%
100%	100%
Laurence		Chairman	✔		77.7%
Danon-Arnaud		100%	100%
Robert Leblanc	✔		Chairman	✔	100%
100%		100%	100%
Hélène Molinari				Chairman	100%
			100%
Nathalie Wright(7)		✔			100%
	100%
DIRECTOR ELECTED BY THE EMPLOYEES
Joseph Ouedraogo					100%
OBSERVERS

Jean-Michel Forest(8)	✔	✔
100%	100%
Nicolas Mauré(9)

100%

100%

1. Yves Perrier resigned at the end of the General Meeting of 12 May 2023.
2. Philippe Brassac was appointed Chairman during the Board of Directors' meeting of 12 May 2023.
3. Bénédicte Chrétien was selected and elected member of the Appointments Committee and of the Compensation Committee during the Board of Directors' meeting of 12 May 2023.
4. Christine Gandon resigned on 3 August 2023.
5. Christine Grillet was selected during the Board of Directors' meeting of 26 October 2023.
6. Virginie Cayatte was appointed member of the Strategy and CSR Committee at the Board of Directors' meeting of 12 May 2023, and she left her position as a member of the Risk Management Committee at the Board of Directors' meeting of 27 July 2023.
7. Nathalie Wright was appointed member of the Risk Management Committee at the Board of Directors' meeting of 27 July 2023.
8. Jean-MichelForest resigned at the end of the Board of Directors' Meeting of 12 May 2023.
9. Nicolas Mauré was appointed non-voting member at the Board of Directors' meeting of 27 July 2023.

AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

_55

• Corporate governance
  The Board of Directors and its Committees

2.1.1.1.3 Changes after the 2023 financial year

Having exercised his rights to retirement, Michel Mathieu resigned from his mandate as director on 1 January 2024.

In this context, the Board of Directors of 6 February 2024, on the recommendation of its Appointments Committee, selected Gérald Grégoire to replace him, for the remainder of his predecessor's mandate, i.e. until the General Shareholders' Meeting of May 2024. Gérald Grégoire, chosen in particular for his expertise in the commercial field, is also Deputy Chief Executive Officer of Crédit Agricole S.A., in charge of the Client and Development division.

The same Board also decided, on the recommendation of its Appointment Committee, to submit to the General Shareholders' Meeting of May 2024 the renewal of the mandates of the following four directors for three financial years:

• Patrice Gentié;
• Gérald Grégoire;
• Michèle Guibert;
• Nathalie Wright(1).

This General Shareholders' Meeting will also be called upon to ratify the co-options of Bénédicte Chrétien, Gérald Grégoire and Christine Grillet.

2.1.1.1.4 The directors appointed by the General Shareholders' Meeting

Diversity Policy of the Board: In accordance with its diversity policy, the Board of Directors ensures the collective balance and plurality of skills of the members comprising it, in view of the challenges Amundi faces. It maintains a diversity of backgrounds and gender, while ensuring that all members are committed to the company's core values.

Plurality of skills: Each director self-assesses the skills that are specific to themselves and which appear in section 2.2 "Individual presentation of the directors and the non-voting member."

In addition, it is recalled that, in accordance with banking regulations, each director is subject to a thorough review of their profile by the ECB (European Central Bank) upon appointment. The good repute, availability and skills are therefore carefully analysed beforehand by the Appointment Committee, so that the individual skills of the selected candidate correspond to the collective need of the Board.

To identify the expertise that the Board needs to function properly, the Appointment Committee first brought in the knowledge and experience recommended by the European banking authorities, and has added an ongoing requirement for skills in the fields of asset management and social and environmental issues. It has therefore defined a target matrix in line with its needs.

The Appointment Committee strives to preserve this overall balance as it analyses and recommends candidates to the Board. To this end, it ensures that each of the themes in the skills matrix retains a satisfactory level of representation. It also assesses the development of the skills of directors already in office through training sessions organised by the Company. Following its recommendations, the Board sought in particular to consolidate its level of expertise in the field of ESG and more specifically in climate, energy transition, biodiversity and social relations, as well as in the field of IT and digital, in particular in the field of cybersecurity.

Thus, in 2023, the two training sessions, the strategic seminar, and the appointments and renewals made within the Board and its committees made it possible to further strengthen the collective competence of the Amundi Board of Directors in these areas.

In general, as presented in the skills matrix below, each expertise is increasingly represented on the Board, which makes it possible to consider the Board's collective competence as balanced and adapted to the current and future needs of the Company.

It should be noted that a majority of the members of the Board of Directors considered that the "Social and Environmental Issues" expertise was the one, or one of the areas, on which they had made progress in 2023. Their respective skills are also relatively balanced on each of the themes E (Environment), S (Sustainability) and G (Governance) that this expertise covers, it being specified that:

• expertise in governance continues to be strong, in particular insofar as it is firmly anchored in the culture of the banking sector;
• social competence has been strengthened, in particular by the arrival of Bénédicte Chrétien, who provides a specific perspective on the subject; and
• in terms of the environment, the directors continued to develop their climate skills during the financial year, in accordance with the commitments made as part of the "Say On Climate." During their strategic seminar, they were led to reflect on the Net Zero framework and its deployment within Amundi's Responsible Investment strategy. To deepen their knowledge of environmental issues, at the end of the year, they also benefited from specific training on issues related to nature and biodiversity.

1. It is recalled for all intents and purposes that Nathalie Wright was co-opted as a director in 2022, for the remainder of her predecessor's mandate. Her mandate therefore expires at the 2024 General Shareholders' Meeting, which is why renewal of her mandate is proposed.

56_ AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

Corporate governance	2
The Board of Directors and its Committees

Competency matrix for members of the Board of Directors

Competency matrix(1) for members of the Board of Directors

Internal	Accounting	Social and	Risk	Asset
management, management
governance,	and financial	environmental
Compensation	information	issues	compliance,	and financial
internal audit	markets

			Legal
Strategic	Sales /	Information	requirements
technology	and
planning	Marketing
and security	regulatory
			framework

92.85%

85.71%

85.71%

85.71%

71.42%

71.42%

71.42%

64.28%

57.14%

PhilippeBRASSAC

VirginieCayatte

BénédicteChrétien

LaurenceDanon-Arnaud

PatriceGentié

ChristineGrillet

MichèleGuibert

RobertLeblanc

MichelMathieu

HélèneMolinari

JosephOuedraogo

ChristianRouchon

NathalieWright

NicolasMauré

(1) See the above developments, for more details on each of the themes covered by the notion of social and environmental issues

Plurality of cultures: the Board of Directors' diversity policy seeks, through the profile of each of its members (presented in the "Individual presentation of the directors and the non- voting member" of section 2.2), to ensure a diversity of cultures, in line with the needs of the Company.

Although all members are French nationals, several of them have a real international culture or professional experience, especially in Asian and European areas, perfectly in line with Amundi's development strategy. For example, Virginie Cayatte is Chief Financial Officer of a major Chinese listed player, BlueStar Adisseo Company Ltd. Nathalie Wright has worked for a large US company, so she strengthens the Board's culture in this area. It should be noted that although the Board already has real skills in international matters, it follows from the evaluation made in 2023 of the functioning of the Board of Directors and its committees, that the strengthening of these skills remains a desired area for improvement.

The four directors, as well as the observer, from the Crédit Agricole Regional Banks add a local and regional culture.

For more details, with regard to the profiles of each of the members of the Amundi Board, see section 2.2.

This diversity policy also incorporates a gender balance policy in the composition of the Board and its Committees.

The Board has set itself the objective of maintaining at least a gender equality rate of 50% men and 50% women within the Board.

In a context where the Board of Directors seeks to favour the profile, rather than gender, of the directors, the percentage of women present on the Board improved further in 2023 (58.33%)(1), while remaining in compliance with the applicable French legal requirements. The Board now includes seven women.

In addition, the membership of each of the Board's specialised committees includes at least one woman and two of the committees are chaired by women. There was an increase in representation of women in 2023, in the Appointment Committee, the Compensation Committee and the Strategy and CSR Committee.

The desire for balanced representation of women and men is also reflected in the Company's internal organisation (see section 2.3.4 - The Group's Management Bodies). The gender equality policy, and specifically the objectives of this policy, the methods of implementation and the results achieved during the past financial year, are discussed each year by the Board of Directors when reviewing the Report on Professional Equality, after an in-depth analysis conducted by the Compensation Committee.

Holding of shares: In accordance with Article 10 of the Articles of Association and the AFEP-MEDEF Code (corporate governance code of reference for publicly traded companies), each director must hold at least 200 shares during their term of office.

1. In accordance with Article L. 225-27 of the French Commercial Code, the director elected by the employees is not taken into account in the calculation of the gender representation percentage required under Article L. 225-18-1 of the French Commercial Code. It should be noted that if this director were taken into account in this calculation, the percentage of women present on the Board would be 53.85%.

AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

_57

• Corporate governance
  The Board of Directors and its Committees
  Independent directors:
  The process of evaluating the independence of directors is overseen by the Appointment Committee.
  Indeed, each year, the Appointments Committee, taking into account the annual individual declarations of each member, carries out an analysis of the criteria provided for by the AFEP-MEDEF Code, a summary of which is presented below.
  With regard to possible business relations with companies in which the board members, considered independent, hold other mandates or functions, the Committee analyses the possible financial flows identified by the Amundi Group's billing monitoring tool.

The Committee continues to focus on sums above €20,000, as in previous years. In the light of the results for the 2023 financial year, since no financial flows greater than this amount, nor any qualitative element likely to be of concern, were identified, the Committee considered that there was no commitment constituting a situation of dependence or generating conflicts of interest.

Thus, at its meeting of 6 February 2024, the Board of Directors was able to rely on the work of its Appointment Committee to consider Virginie Cayatte, Laurence Danon- Arnaud, Robert Leblanc, Hélène Molinari and Nathalie Wright as meeting all the criteria required to be qualified as independent members under the AFEP-MEDEF Code. This shows a percentage of 41.67% of independent directors(1)(2).

Note that the Board of Directors refers to the following eight criteria as stipulated by Article 10 of the AFEP-MEDEF Code presented below:

Summary of Article 10.5 of the AFEP-MEDEF Code:

Criterion 1. Employee or company officer in the last five years: Not to be or have been in the last five years:

• an employee or executive company officer of the Company;
• an employee, executive company officer or director of a company consolidated by the Company;
• employee, executive company officer or director of the parent company of the Company or of a company consolidated by this parent company.

Criteria No. 2. Directorships in other companies: not be an executive company officer of a company in which the Company directly or indirectly holds a mandate as director or in which an employee appointed as such or an executive company officer of the Company (current or having been for less than five years) holds a mandate as director.

Criteria No. 3. Significant business relationships: not be a client, supplier, investment banker, financing banker(3), significant adviser to the Company or its Group, or for which the Company or its Group represents a significant share of the activity. The evaluation of the significant or non-significant relationship with the Company or its Group must be debated by the Board, and the quantitative and qualitative criteria that led to the evaluation (continuity, economic dependence, exclusivity etc.) must be explicitly stated in the report on corporate governance.

Criteria No. 4. Family tie: not having a close family relationship with a company officer.

Criteria No. 5. Statutory Auditor: not having been an auditor of the company during the previous 5 years.

Criteria No. 6. Mandate greater than 12 years: not be a director of the Company for more than 12 years. The loss of the status of independent director occurs on the 12-year anniversary date.

Criteria No. 7. Status of non-executive company officer: a non-executive company officer cannot be considered independent if they receive variable compensation in cash or securities or any compensation related to the performance of the Company or the Group.

Criteria No. 8. Status of the significant shareholder: Directors representing significant shareholders of the Company or its parent company may be considered independent as long as these shareholders do not participate in the control of the Company. However, above a 10% threshold of capital or voting rights, the Board, on the basis of a report from the Appointment Committee, shall systematically query whether the person can be considered as independent, taking into account the composition of the Company's capital and the existence of any potential conflict of interest.

1. In accordance with recommendation 10.3 of the AFEP-MEDEF Code, the director elected by the employees is not taken into account for calculating the percentage. It should be noted that if this director were taken into account in this calculation, the percentage of independent directors on the Board would be 38.46%, a substantial percentage for a company controlled by a majority shareholder.
2. In the absence of regulatory constraints, non-voting members are not taken into account in the calculations.
3. Or be directly or indirectly related.

58_ AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

Corporate governance	2
The Board of Directors and its Committees

The table below summarises the individual analysis of each director in relation to these eight criteria:

Criterion

Criteria

Criteria

Criteria

Criteria

Criteria

Criteria

Criteria

1

No. 2

No. 3

No. 4

No. 5

No. 6

No. 7

No. 8

Employee or

Mandate

No variable

Not

Corporate

Cross-

Significant

representing a

Family

Statutory

lasting

compen-

Officer in

director-

business

ties

Auditor

more than

sation for

shareholder

the last five

ships:

relations

holding more

Directors / Independence criteria(1)

12 years

Chairman

years

than 10%

Philippe BRASSAC

Virginie

Cayatte

N/A

Bénédicte Chrétien

N/A

Laurence

Danon-Arnaud

N/A

Patrice Gentié

N/A

Christine Grillet

N/A

Michèle Guibert

N/A

Robert

Leblanc

N/A

Michel Mathieu

N/A

Hélène

Molinari

N/A

Christian Rouchon

N/A

Joseph Ouedraogo

N/A

Nathalie

Wright

N/A

(1) In this table, represents a respected independence criterion.

2.1.1.1.5 Director elected by the employees

It should be remembered that under Article L. 225-27-1, section I, paragraph 3 of the French Commercial Code, the Company is not required to include a director representing employees on its Board of Directors, as the parent company, Crédit Agricole SA, is itself subject to this obligation. Amundi is therefore exempt from the AFEP-MEDEF Code requirements on this point.

Nevertheless, the Board of Directors wished to use the optional regime set out in Article L. 225-27 of the French Commercial Code, under which a director may be elected by the Company's employees, if permitted by the Company's Bylaws. Since the General Shareholders' Meeting of 2016 that approved the amendment to the Bylaws to this end, the Board includes a director elected by the employees. The aforementioned article also states that the director elected by the employees should not be taken into account when applying the rules relating to the requirement for gender balance under Article L. 225-18-1 of the same Code.

It is recalled that Joseph Ouedraogo, Risk Project Manager, was elected on 25 March 2022 as director chosen by the employees of Amundi's social and economic unit (UES- Unité économique et sociale) and has been on the Board since that date. Like its predecessors, the Board of Directors awarded to Joseph Ouedraogo the time and resources necessary for the preparation of the company director's certificate dispensed by the IFA-Sciences Po that he obtained during the financial year.

2.1.1.1.6 Non-voting member

On 27 July 2023, the Board of Directors appointed Nicolas Mauré, President of the Crédit Agricole Toulouse 31 Regional Bank, as non-voting member, to replace Jean-Michel Forest, who was called to retire. At 47 years old, Nicolas Mauré shows a clear appetite for innovation, new technologies and renewable energies, which are valuable assets for the work of the Board.

Under the Bylaws, the observer, nominated by the Board, is invited to attend meetings of the Board of Directors and, where applicable, Committee meetings in a consultative capacity. In this way, observer fulfil his role as advisor to the Board of Directors and may give advice and recommendations.

It is specified that the observer is considered a full member of the Board and, as such, complies with all the charters applicable to directors (Stock Market Ethics Charter and Directors' Charter).

AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT

_59

• Corporate governance
  The Board of Directors and its Committees
  2.1.1.2 Declarations relating to the corporate officers

All the statements below have been drawn up on the basis of the individual statements by each director and non-voting member.

2.1.1.2.1 Lack of family ties

To the Company's knowledge, as of the filing date of this Universal Registration Document, there are no family ties among the members of the Board of Directors listed above and the members of the Company's Senior Management.

2.1.1.2.2 Lack of conviction

To the Company's knowledge, over the last five years: (i) no conviction for fraud has been pronounced against any of the aforementioned persons, (ii) none of the aforementioned persons has been associated with bankruptcy, receivership or liquidation, (iii) no official public incrimination and/or sanction has been pronounced against any of the aforementioned persons by statutory or regulatory authorities (including designated professional bodies) and

1. none of the aforementioned persons has been prevented by a court from acting as a member of an administrative, management or supervisory body of an issuer, or from intervening in the management or conduct of an issuer's affairs.

2.1.1.2.3 Conflicts of interest

To the Company's knowledge, and subject to the relationships described in note 9.2 "Related Parties" of the consolidated financial statements (Chapter 6 of this Universal Registration Document), as of the filing date of this Universal Registration Document, there are no potential conflicts of interest between the duties owed to the Company by the members of the Board of Directors or the Company's Senior Management and their private interests.

However, it is recalled that a certain number of directors were appointed in their own name on the proposal of Crédit Agricole S.A., the majority shareholder: Philippe Brassac, Bénédicte Chrétien, Patrice Gentié, Christine Grillet, Michèle Guibert, Christian Rouchon, Michel Mathieu and his successor Gérald Grégoire.

At the date of registration of this Universal Registration Document, there are no restrictions accepted by the members of the Board of Directors, or the members of the Senior Management of the Company concerning the sale of their holdings in the share capital of the Company, with the exception of: (i) rules to prevent insider trading and (ii) recommendations of the AFEP-MEDEF Code obliging directors to hold shares (except the director elected by the employees), translated as the requirement to hold 200 shares set out in Article 10 of the Articles of Association.

Finally, no service agreement has been signed that binds any members of the administrative or management bodies to the issuer or any of its subsidiaries, and providing benefits at its conclusion, with the exception of the suspension agreements for two executive company officers' employment contracts, described in section 2.1.1.4.

Until 12 May 2023, Yves Perrier, as Chairman of the Board of Directors, was likely to find himself in a potential conflict of interest situation due to his former duties as Chief Executive Officer of the Company. Until that date, the Risk Committee was therefore specifically responsible for monitoring this particular situation and ensuring compliance with the rules adopted in terms of managing conflicts of interest. These are identical to the rules applicable to any director and are mainly contained in the Company's Directors' Charter, as follows:

Appendix 1 to the Internal Rules - Article 9 Conflicts of interest and inside information

The director reads and complies with Amundi's Market Ethics Charter.

Furthermore, the director informs the Board of any conflicts of interest including potential ones, in which they could be directly or indirectly implicated. They refrain from participating in the discussions and taking decisions on the subjects concerned.

The director refrains from using for their personal benefit or for the benefit of whomsoever the inside information to which they have access. The director shall refrain from carrying out

any transaction on the Amundi security during the 30 calendar days preceding the publication of the annual and half-yearly results, and during the 15 calendar days preceding the publication of the quarterly financial information, as well as on the day of said publications.

The director must, in application of the Market in Financial Instruments Directive (MiFID II), declare any personal transaction on a financial instrument if they consider that they potentially are in a situation of conflicts of interest or if they hold confidential information likely to be considered as inside information and acquired in relation to their duties as director.

60_ AMUNDI - 2023 UNIVERSAL REGISTRATION DOCUMENT