20 - 2025 Corporate Governance report

1. Overview of the Board of Directors, 41

   role and operation

2. Activities of the Board of Directors in 2025 51

3. Overview of the specialised committees 53

1. The Chairman of the Board and his duties 76

2. Executive directors and their powers 76

3. Individual information on the Executive Corporate 77

   Officers

4. The Group's Management Bodies 80

1. General principles applicable to the compensation of all Amundi employees and senior executives

2. Compensation for "identified staff" (AIFM / UCITS V, IFD and CRD V)

3. Compensation of Amundi Company Officers in 2025

4. Compensation policy for Amundi Company Officers for the 2026 financial year

1. ‌The Board of Directors and its Committees‌

   1. Overview of the Board of Directors, role and operation

      1. Overview

         1. Overview of developments in 2025

            In 2025, there were a number of changes in the composition of the Board of Directors and its specialised Committees.

            Olivier Gavalda, the new Chief Executive Officer of Crédit Agricole S.A., was appointed Chairman of the Board, replacing Philippe Brassac, following the General Shareholders' Meeting of 27 May 2025.

            The Board also initiated a transition with a view to the forthcoming replacement of the four independent directors who were all appointed in 2015, at the time of the Company's IPO.

            A first step was taken at the 2025 General Meeting, with the appointment of Jean-Christophe Mieszala to succeed Robert Leblanc, whose term of office was coming to an end.

            At the same time, the term of office of Virginie Cayatte was renewed, it being specified that she undertook in advance to resign before the new expiry of her term of office and no later than in November 2027, on which date she would lose her status as independent.

            This decision to replace one independent director out of two as their terms of office expire will enable the appointment of new independent directors to take place over time, thus ensuring a smooth transition at the Board level.

            Christine Grillet resigned as Director, and the Board of Directors, meeting at the end of the Shareholders' General Meeting, co-opted Nicolas Mauré, until then a non-voting director, to replace her. This co-option ended his role as a non-voting director, which he had held since 2023.

            In July 2025, Christian Rouchon, a long-standing Director of Amundi, resigned owing to his retirement. Bénédicte Chrétien also resigned as a Director due to her appointment to the Executive Management of CFM Indosuez Wealth Management.

            To replace them, in October 2025 the Board of Directors decided to co-opt Pierre Cambefort, Chief Executive Officer of Caisse Régionale Nord Midi-Pyrénées and Clotilde L'Angevin, Deputy Chief Executive Officer of Crédit Agricole S.A., in charge of Finance and Steering.

            As a result of these many changes, the composition of the five specialised Committees has also changed.

            The table below summarises these changes.

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

            Name	Office in the Company	Renewal	Departure	New
            Philippe Brassac	Chairman of the Board and member of the Strategy and CSR Committee		27/05/2025
            Robert Leblanc	Director, Chair of the Compensation Committee, member of the Appointments Committee and the Audit Committee		27/05/2025
            Olivier Gavalda	Chairman of the Board and member of the Strategy and CSR Committee			27/05/2025
            Jean-Christophe Mieszala	Director, member of the Appointments Committee, the Compensation Committee and the Strategy and CSR Committee			27/05/2025
            	Member of the Risk Management Committee			28/07/2025
            Christine Grillet	Director		27/05/2025
            Nicolas Mauré	Non-voting member		27/05/2025
            	Director			27/05/2025
            	Member of the Appointments Committee			28/07/2025
            Laurence Danon-Arnaud	Member of the Compensation Committee		27/05/2025
            	Chair of the Compensation Committee			27/05/2025
            Christian Rouchon	Director, Chair of the Risk Committee and of the Audit Committee		28/07/2025
            Virginie Cayatte	Director	27/05/2025
            	Member of the Audit Committee		28/07/2025
            	Chair of the Audit Committee			28/07/2025

            Name	Office in the Company	Renewal	Departure	New
            Michèle Guibert	Member of the Risk Management Committee		28/07/2025
            	Chair of the Risk Management Committee and member of the Audit Committee			28/07/2025
            Bénédicte Chrétien	Director, member of the Appointments Committee and the Compensation Committee	27/05/2025	28/07/2025
            Pierre Cambefort	Director			27/10/2025
            Clotilde L'Angevin	Director, Member of the Compensation Committee			27/10/2025

            Thus, at 31 December 2025, and as described in the summary tables below, the Board comprised 13 directors, 6 women and 7 men, including 5 independent directors and 1 director elected by the employees.

         2. Summary table as at 31 December 2025

            Age Gender	Nationality	Number of offices in listed companies	Number of shares held	Term of office
            				Start of 1st term	End of current term	Years of presence on the Board

            Olivier Gavalda 62 M French 2 200

            2025 2028 AGM 7 months(1)

            Pierre Cambefort	61	M	French	2	200	2025	2026 AGM	2 months(2)
            Patrice Gentié	62	M	French	1	200	2021	2027 AGM	4
            Gérald Grégoire	51	M	French	1	200	2024	2027 AGM	1 year
            Michèle Guibert	58	F	French	1	200	2020	2027 AGM	5
            Clotilde L'Angevin	47	F	French	1	200	2025	2028 AGM	2 months(3)
            Nicolas Mauré	49	M	French	1	200	2025	2026 AGM	7 months(4)

            CHAIRMAN OF THE BOARD OF DIRECTORS DIRECTORS

            INDEPENDENT DIRECTORS

            Virginie Cayatte	55	F	French	1	250	2015	2028 AGM(5)	10
            Laurence Danon-Arnaud	69	F	French	3	480	2015	2026 AGM	10
            Jean-Christophe Mieszala	60	M	French	1	200	2025	2028 AGM	7 months(6)
            Hélène Molinari	62	F	French	2	200	2015	2026 AGM	10
            Nathalie Wright	61	F	French	2	200	2022	2027 AGM	3

            DIRECTOR ELECTED BY THE EMPLOYEES

            Joseph Ouedraogo

            50

            M

            French

            1

            642,9371 Amundi Actionnariat employee savings fund(7)

            2022

            Election before 2028 AGM

            3

            1. Olivier Gavalda was appointed Director, then Chairman of the Board of Directors on 27 May 2025.

            2. Pierre Cambefort was co-opted at the meeting of the Board of Directors on 27 October 2025.

            3. Clotilde L'Angevin was co-opted at the Board of Directors' meeting of 27 October 2025.

            4. Nicolas Mauré was co-opted at the Board of Directors' meeting on 27 May 2025. Previously, he was a non-voting director (from 2023).

            5. Virginie Cayatte has undertaken to resign as a Director before the expiry of her term of office and no later than November 2027, on which date she would no longer be considered as independent within the meaning of the AFEP-MEDEF Code.

            6. Jean-Christophe Mieszala was appointed a Director on 27 May 2025.

            7. The Director elected by the employees is not required to hold shares of the Company.

            	Participation and attendance at the meetings of the specialised Board Committees (including a written consultation of the Appointments Committee)			Board of Directors
            Audit Committee	Risk Management Strategy and CSR Committee Committee	Compensation Committee	Appointments Committee	Attendance rate at Board meetings

            NON-EXECUTIVE CORPORATE OFFICER

            Philippe Brassac (1) ✔ Chairman of the Board of Directors 100%	100%
            Olivier Gavalda (2) ✔ Chairman of the Board of Directors 100%	100%

            DIRECTORS

            Pierre Cambefort(3)						100%
            Bénédicte Chrétien(4)				✔ 100%	✔ 67%	100%
            Patrice Gentié						100%
            Gérald Grégoire						86%
            Christine Grillet(5)						100%
            Michèle Guibert(6)	✔ 100%	✔ Chair 100% ✔ 50%(14)				71%
            Clotilde L'Angevin(7)				✔ 100%		100%
            Robert Leblanc(8)	✔ 100%			✔ Chair 100%	✔ 100%	100%
            Nicolas Mauré(9)						100%
            Christian Rouchon(10)	✔ Chair 100%	✔ Chair 100%				100%
            INDEPENDENT DIRECTORS
            Virginie Cayatte(11)	✔ Chair 100% ✔ 75% (15)		✔ 100%			86%
            Laurence Danon-Arnaud(12)			✔ Chair 100%	✔ Chair 100%		86%
            Jean-Christophe Mieszala(13)		✔ 100%	✔ 100%	✔ 100%	✔ 100%	100%
            Hélène Molinari					✔ Chair 100%	100%
            Nathalie Wright	✔ 100%	✔ 100%				100%
            DIRECTOR ELECTED BY THE EMPLOYEES
            Joseph Ouedraogo						100%

            1. Philippe Brassac's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

            2. Olivier Gavalda was appointed as Director, then Chairman of the Board of Directors and member of the Strategy and CSR Committee, on 27 May 2025.

            3. Pierre Cambefort was co-opted at the meeting of the Board of Directors on 27 October 2025.

            4. Bénédicte Chrétien resigned at the end of the Board of Directors meeting of 28 July 2025.

            5. Christine Grillet resigned following the Shareholders' General Meeting of 27 May 2025.

            6. Michèle Guibert became a member of the Audit Committee and Chair of the Risk Committee on 28 July 2025.

            7. Clotilde L'Angevin was co-opted at the Board of Directors' meeting of 27 October 2025. She was also appointed as a member of the Compensation Committee.

            8. Robert Leblanc's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

            9. Nicolas Mauré was co-opted at the Board of Directors' meeting on 27 May 2025. Previously, he was a non-voting director (from 2023). He was also appointed a member of the Appointments Committee on 28 July 2025. No meeting of the Appointments Committee took place between this date and 31 December 2025.

            10. Christian Rouchon resigned at the end of the Board of Directors meeting of 28 July 2025.

            11. Virginie Cayatte became Chair of the Audit Committee on 28 July 2025.

            12. Laurence Danon-Arnaud became Chair of the Compensation Committee on 27 May 2025.

            13. Jean-Christophe Mieszala was appointed as a Director, then a member of the Strategy and CSR Committee, the Compensation Committee and the Appointments Committee, on 27 May 2025. He was subsequently appointed as a member of the Risk Committee on 28 July 2025.

            14. Michèle Guibert was absent from the Risk Committee meetings of 30 January and 24 April 2025. Since becoming Chair of the Committee, she has been present at all meetings.

            15. Virginie Cayatte was absent from the Audit Committee meeting of 28 April 2025. Since becoming Chair of the Committee, she has been present at all meetings.

         3. Changes after the 2025 financial year

            The Board of Directors decided, on the recommendation of its Appointments Committee, to submit to the General Shareholders' Meeting of June 2026:

            • the ratification of the appointment by co-option of Pierre Cambefort, Clotilde L'Angevin and Nicolas Mauré;

            • the renewal for three years of the terms of office of Pierre Cambefort, Laurence Danon-Arnaud(1) and Nicolas Mauré; and

            • the appointment of Dominique Potiron to succeed Hélène Molinari. With nearly 30 years of professional experience, Dominique Potiron is very familiar with the financial sector in general, and particularly its human challenges. Specialized in Human Ressources, the recruitment of corporate officers, and the support of boards of directors of financial institutions, Dominique Potiron could bring her expertise in the areas of governance and compensation.

              The Board of Directors also decided, subject to the approval of this appointment by the Shareholders' General Meeting, to appoint Dominique Potiron as Chairman of the Appointments Committee and as a member of the Compensation Committee.

         4. The Directors appointed by the General Shareholders' Meeting

            The Board of Directors ensures the collective balance and diversity of the members comprising it, in view of the challenges Amundi faces. It also ensures that everyone adheres to the company's fundamental values. These principles govern its diversity policy based in particular on multiple skills, cultures and a principle of diversity.

            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".

            In addition, in accordance with banking regulations, each director is subject to a thorough review of their profile by the European Central Bank (ECB) upon appointment. The good repute, availability and skills are therefore carefully analysed beforehand by the Appointments 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 Appointments 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 Appointments 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 ensures that the skills of directors are strengthened while in post by ensuring that appropriate training sessions are organised by the Company.

            In 2025, the Appointments Committee ensured that the new appointments that took place during the year were made in line with the skills needed by the Board.

            As a result, at 31 December 2025, all skills were maintained or strengthened within the Board, in particular strategic planning, sales/marketing, risk management/compliance/ internal audit, and ESG.

            With regard more specifically to environmental, social and governance issues, it should be noted that since 2023 and in line with the commitments made through its "Say On Climate" initiative, a majority of the members of the Board of Directors have strengthened their skills in this area. As a result, 92.31% of directors considered ESG to be one of their areas of expertise at the end of 2025.

            For each of the E, S and G themes that this expertise covers:

            • environmental expertise was consolidated in 2025. The directors continued to develop their expertise in climate issues during the year, in line with the commitments made as part of the "Say on Climate" initiative. For example, in 2025, they took part in a training session on the issues and challenges related to biodiversity and natural capital. They also received an update on European regulatory developments, including those related to sustainable finance. Drawing on its expertise, the Board was able to conduct discussions on responsible investment, contributing to the 2028 strategic plan "Invest for the future", during its seminar on strategy;

            • expertise in social matters remains widely represented, in particular through the Board members who also have an executive role, and the director elected by the employees;

            • governance remains the most represented area of expertise, particularly due to its significance in terms of culture in the banking sector.

            The addition, in 2024, of Nathalie Wright to the Audit Committee, who has taken on new duties arising from the CSRD, further strengthened the Committee's sustainability expertise.

            In general, as presented in the skills matrix below, each expertise is usefully 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.

            (1) Laurence Danon-Arnaud has undertaken to resign as a Director before the expiry of her term of office and no later than November 2027, on which date she would no longer be considered as independent within the meaning of the AFEP-MEDEF Code.

            Skills matrix for members of the Board of Directors

            Skills matrix(*) for members of the Board of Directors

            Legal

            Risk

            Asset

            requirements

            Governance

            Accounting

            Social and

            management, management

            Information

            and

            and

            and financial

            environment

            compliance,

            and financial

            Strategic

            Sales /

            technology

            regulatory

            compensation information

            al issues

            internal audit

            markets

            planning

            Marketing

            and security

            framework

            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            

            Olivier

            Gavalda Pierre Cambefort Virginie Cayatte Laurence Danon-Arnaud Patrice Gentié Gérald Grégoire Michèle Guibert Clotilde L'Angevin Nicolas Mauré
            
            
            
            

            Jean-Christophe Mieszala

            
            
            
            
            

            Hélène

            Molinari Joseph Ouedraogo
            
            

            92.31% 92.31% 92.31% 92.31% 69.23% 92.31% 76.92% 69.23% 69.23%

            Nathalie Wright

            
            
            

            * See the above developments for more details on each of the themes covered by 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" in section 2.2), to ensure a diversity of cultures, in line with the needs of the Company.

            Although all members are French nationals, some have a real international culture and/or professional experience, especially in Asia and Europe, as well as in North America, which is perfectly aligned with Amundi's development strategy. For example, Virginie Cayatte is Chief Financial Officer of a top-tier listed Chinese player, BlueStar Adisseo Company Ltd. Jean-Christophe Mieszala, Nathalie Wright and Pierre Cambefort have either worked for US companies, or developed skills specific to this region, in line with their personal background, thereby strengthening the Board's international culture. Gérald Grégoire has international experience, particularly in Italy, where he was Deputy Chief Executive Officer of Crédit Agricole FriulAdria, in charge of support functions.

            The four directors that come 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.

            Diversity policy

            The Board has set itself the objective of achieving, or maintaining, a gender balance, at least in accordance with the minimum proportions stipulated in the French Commercial Code(1).

            Since May 2025, the Board of Directors has been composed of 50% women and 50% men, excluding the director elected by the employees(2).

            Women remain slightly more numerous on the Board's specialised Committees (62.5% at both end-2024 and end-2025).

            At the time of the changes that took place in 2025, the Board of Directors, on the recommendation of its Appointments Committee, endeavoured to appoint a long-standing member of each Committee as Chair. All the Committees are currently chaired by a woman(3).

            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.

            1. In accordance with Article L. 225-18-1 of the French Commercial Code, the proportion of directors of each gender cannot be less than 40%.

            2. 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. If this director were taken into account in this calculation, the percentage of women on the Board would be 46.15%.

            3. For the composition of the specialised Committees see section 2.1.3.

            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 throughout their term of office.

            Independent directors

            The process of evaluating the independence of directors is overseen by the Appointments Committee.

            Each year, the Appointments Committee, taking into account the annual individual declarations of each member, carries out an analysis of the criteria set out in the AFEP-MEDEF Code, which are summarised below.

            With regard to possible business relations with companies in which the board members, considered independent, hold other offices or functions, the Committee analyses the possible financial flows identified by the Amundi Group's billing monitoring tool.

            The Committee again focused on sums above €20,000, as in previous years. In light of the results for the 2025 financial year, only one financial flow was greater than this amount. As this was an incoming financial flow, it was compared to the 2024 revenue of Amundi as well as the one of the other company. This represents a negligible ratio (0.00097% for Amundi and 0,00043% for the other company). As in the previous year, with regard to both the quantitative criterion mentioned above and the qualitative criteria related to the nature of the contractual relationship in question (management of employee savings, current contract concluded under normal market conditions), the Committee considered that there was no commitment constituting a situation of dependency or generating conflicts of interest.

            Thus, at its meeting of 10 March 2026, the Board of Directors was able to draw on the work of its Appointments Committee to consider Virginie Cayatte, Laurence Danon-Arnaud, Jean-Christophe Mieszala, Hélène Molinari and Nathalie Wright as meeting all the criteria required to be qualified as independent members under the AFEP-MEDEF Code(1). This results in a percentage of 41.67% of independent directors(2).

            The Board of Directors refers to the following eight criteria stipulated by Article 10 of the AFEP-MEDEF Code, which are shown below:

            Summary of Article 10.5 of the AFEP-MEDEF Code:

            Criteria No. 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.

            Criterion No. 2. Directorships in other companies: not be an executive company officer of a company in which the Company directly or indirectly holds a position 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 position as director.

            Criterion No. 3. Significant business relationships: not be a client, supplier, investment banker, financing banker, significant adviser(3) 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.

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

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

            Criterion No. 6. Term lasting more 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.

            Criterion 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.

            Criterion 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 Appointments 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. The Appointments Committee meeting of 27 February 2026 carried out the same analysis with regard to Dominique Potiron's candidacy as a potential director, which enabled the Board of Directors to classify her as independent.

            2. 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%.

            3. Or be directly or indirectly related.

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

            Criterion Criterion Criterion Criterion Criterion Criterion Criterion Criterion No. 1 No. 2 No. 3 No. 4 No. 5 No. 6 No. 7 No. 8

1. 1. 1. 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 S.A., 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 Articles of Association. Since the General Shareholders' Meeting of 2016 that approved the amendment to the Articles of Association 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, Market Risk Project Manager, was elected on 25 March 2022 as the director elected by the employees of Amundi. He was reappointed for a period of three years, during elections that took place in March 2025. Following what had been done for his predecessors, the Board of Directors gave Joseph Ouedraogo the time and resources necessary to study for the company director's certificate from IFA-Sciences Po, which he obtained during the 2023 financial year.

      2. Non-voting member

         In 2025, the Board decided to terminate the function of non-voting director.

         Nicolas Mauré, Chairman of Caisse Régionale de Crédit Agricole Toulouse 31, who held this position until 27 May 2025, was co-opted as a director.

         There have therefore been no non-voting directors since that date.

   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.

      1. Absence 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. Absence of convictions

         To the Company's knowledge, in the last five years, (i) none of the aforementioned persons has been convicted of fraud,

         (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

         (iv) 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.

      3. Conflicts of interest

         As mentioned previously, a number of directors were appointed in their own name based on the proposal of Crédit Agricole S.A.,the majority shareholder: Olivier Gavalda, Pierre Cambefort, Patrice Gentié, Gérald Grégoire, Michèle Guibert, Clotilde L'Angevin and Nicolas Mauré.

         As at the registration date of this Universal Registration Document, the members of the Board of Directors or the members of the Company's Senior Management have not agreed to any restrictions regarding the sale of their stake in the Company's share capital, with the exception of (i) the rules relating to the prevention of insider trading and (ii) the recommendations of the AFEP-MEDEF Code imposing an obligation on directors to hold shares (with the exception of the director elected by employees), which has been included in Article 10 of the Articles of Association stipulating the obligation to hold 200 shares.

         In addition, 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.

         In 2025, Hélène Molinari refrained from attending certain Board deliberations to avoid any risk of potential conflicts of interest, due to her personal situation. Besides this specific case, 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 were 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.

         The conflict of interest management rules 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.

   3. Role and functioning of the Board of Directors

      The role of the Board is that of a Board of Directors of a French public limited company (société anonyme): in accordance with Article

      L. 225-35 of the French Commercial Code, it "determines the company's business strategy and oversees its implementation, in accordance with its corporate interest, by considering the social and environmental issues relating to its business. [...] Subject to the powers expressly granted to shareholders' meetings and within the limit of the corporate purpose, it considers any matter concerning the smooth running of the company and takes decisions on the business concerning it".

      The tasks and operation of the Board of Directors are set out in the Board's internal rules and in the Articles of Association, more specifically Articles 12 to 14 of the Articles of Association, as well as Articles 2 to 4 of the internal rules, which are set out in full in Chapter 8 of this Universal Registration Document.

      Internal Rules: the Internal Rules of the Board of Directors are also available on the Company's website: Governance of the Amundi Group | The Amundi Group.

      They consist of five main sections related to the powers of the Chairman of the Board of Directors, the powers of the Board and of the Chief Executive Officer and of any deputy chief executive officers, the functioning of the Board, and to its specialised committees.

      Two Charters (Directors' Charter and Stock Market Ethics Charter) are appended to the Internal Rules. All directors are required to accept these regulations individually when taking office.

      Following the amendment of the Articles of Association approved by the 2025 Shareholders' General Meeting held on 27 May 2025, the Board of Directors updated its internal rules to take into account the changes introduced by Law no. 2024-537 of 13 June 2024, known as the "Attractiveness" law, relating to the operation of the Board.

      For more details, see section 2.1.3 "Overview of the specialised committees and their activities in 2024".

      Duration and expiry of directorships: in accordance with recommendation 15.2 of the AFEP-MEDEF Code, the mandates of directors with a terms of three years are properly spread out over time. Each year, the mandate of four directors expires, allowing for the renewal of the entire Board over time.

      In addition, and in order to ensure a smooth transition, both in the appointment of new independent directors, and in the composition of its various Committees, the Board decided to propose, to the Shareholders' General Meeting of 27 May 2025, the re-appointment of Virginie Cayatte, one of the two independent directors whose term of office was due to expire. This Shareholders' General Meeting thus approved the appointment of a new independent director, Jean-Christophe Mieszala, to replace Robert Leblanc, who had been appointed independent director at the time of the Company's IPO in November 2015. In the same vein, the Board decided to propose, to the June 2026 Shareholders' General Meeting, the re-appointment of independent director Laurence Danon-Arnaud, one of the two whose term of office is set to expire. In addition, the appointment of Dominique Potiron as independent director will be proposed, to replace Hélène Molinari.

      Training / Seminar: Traditionally, directors are offered the opportunity to participate in two training sessions during the year, organised to improve both their knowledge and skills, and to allow them to deepen their understanding of the Company's business and strategic issues.

      In this context, and in accordance with the commitments made in connection with the "Say on Climate" initiative, the members of the Board benefit each year from training in climate issues. For example, in 2025, they participated in a training session on the issues and challenges related to biodiversity and natural capital. They also reviewed European regulatory developments, particularly those relating to sustainable finance.

      For the rest, the topics change each year, according to the regulatory news, the evolution of the Company's business, or the needs expressed by the members of the Board.

      During the last financial year, the Directors have notably strengthened their knowledge of the economic and financial outlook from a macroeconomic perspective, of employee and retirement savings, as well as of ETFs (Exchange Traded Funds), active ETFs and crypto ETNs.

      They also benefited from a review of the financial security framework regarding international sanctions.

      Lastly, they deepened their knowledge of cybersecurity/DORA regulations, as well as artificial intelligence themes.

      The Board of Directors' strategy seminar was largely dedicated to discussions on the definition of the 2028 strategic plan "Invest for the future".

      It also provided an opportunity to analyse the market trends and positioning of Amundi, and for a deeper dive into private assets and the partnership with UniCredit.

      Nicolas Mauré and Jean-Christophe Mieszala also attended the annual training session organised at Crédit Agricole Group level for all new directors.

      Meetings without the presence of the Chief Executive Officers: as every year, the Board discussed the performance of the Chief Executive Officers when implementing their compensation policy, without their presence. Philippe Brassac, Virginie Cayatte, Bénédicte Chrétien, Laurence Danon-Arnaud, Patrice Gentié, Gérald Grégoire, Christine Grillet, Robert Leblanc, Nicolas Mauré, Hélène Molinari, Joseph Ouedraogo, Christian Rouchon and Nathalie Wright were present on this occasion.

      Moreover, during the two training sessions organised in 2025, the directors were able to meet without the presence of the Executive Company Officers. Virginie Cayatte, Laurence Danon-Arnaud, Patrice Gentié, Michèle Guibert, Nicolas Mauré, Jean-Christophe Mieszala, Hélène Molinari, Joseph Ouedraogo and Nathalie Wright were present at these meetings.

      As is the case each year, the members of the Audit Committee held discussions with the Statutory Auditors, without the presence of any Amundi representatives, at the end of their meeting on the 2024 financial statements. All members of the Committee were present on this occasion.

      Evaluations: at the end of 2025, the Board carried out two formal self-assessments at the initiative of the Appointments Committee, in accordance with the recommendations of the AFEP-MEDEF Code. One concerns the functioning of the Board and its specialised committees (collective self-assessment) and the second concerns an individual self-assessment of skills, supplemented, as every year, by an individual statement from each director. All assessments take the form of online questionnaires.

      The responses to the assessment which focuses on the collective functioning of the Board and its specialised committees remain strictly anonymous to preserve freedom of expression. This assessment measures the effectiveness of the Board's operation, its composition and its organisation. In 2025, each director thus gave their assessment on the preparation and the progress of the work of the Board and its specialised committees through, in particular, an assessment of the frequency and the quality of the meetings and their supports. They also commented on the quality of the training sessions and also on the quality and completeness of the documents, as well as the time awarded to the discussions. The summary, prepared by the Appointments Committee and presented to the Board, showed a very high overall satisfaction rate of 99% that has remained stable since 2023, despite the numerous changes within the Board(1).

      For the 2025 financial year, the members of the Board gave a high approval rating for the treatment and balance of strategic, business-related and regulatory issues on the agenda of meetings (100% very satisfactory in 2025). The Chairman's conduct of meetings, clarity of decisions and speaking time came in second place alongside themes related to the availability and quality of Board Secretariat teams, as well as the atmosphere and the environment (91% very satisfactory in 2025).

      The Board noted the increase in approval rating in 2025 for the quality of the technical resources enabling remote participation in Board meetings, in accordance with the improvements requested in 2024 (72.73% very satisfactory in 2025

      vs 42.86% in 2024).

      The approval rating for the overall functioning of the Board remains high (81.82% very satisfactory and 18.18% satisfactory).

      In this context, the Board has set itself some areas for improvement for 2026, including extending the duration of its strategy seminar and continuing interaction with the teams.

      (1) Overall satisfaction rate of 99.71% in 2025, 99.52% in 2024 and 99.01% in 2023.

      The self-assessment and the individual declaration, which are completed by each member of the Board, relate to their skills and possible training needs, but also their availability, independence, identification of potential conflicts of interest, good repute and compliance with ethical rules. Individual feedback enables the Appointments Committee to supplement its analysis of the collegial competence of the Board and the actual contribution of each of its members (see "Individual presentation of directors" in section 2.2 below and the paragraph on "Skills" in section 2.1.1.1.4 above). The feedback from each member also makes it possible to refine the training programmes according to the needs identified.

      Succession plan: the procedure relating to the plan for succession of the company officers, Executive Company Officers and holders of key positions had been updated during the 2021 financial year, in particular to take into account a regulatory change. Since then, any proposed dismissal of the Heads of Risk Management, Compliance and Internal Audit functions, representatives of key positions, is now subject to the prior approval of the Board. It should be noted that this

      succession planning procedure provides for actions by the Appointments Committee that depend on whether or not the company officer to be recruited is independent. No update to this procedure was deemed necessary in 2025. On the recommendation of the Appointments Committee, in 2025 the Board of Directors reviewed and confirmed the robustness of the succession plan for Executive Directors.

      With regard to the succession of independent directors, four of whom were appointed in 2015(1), the Board of Directors initiated last year, on the recommendation of the Appointments Committee, a first step in the succession plan aimed at proposing the renewal of only one of the two independent directors whose term of office was expiring. In the same vein and to ensure a smooth transition, the Board decided to propose, to the June 2026 Shareholders' General Meeting, the renewal of independent director Laurence Danon-Arnaud, one of the two independent directors whose term of office is set to expire. The appointment of Dominique Potiron as independent director will be proposed as the successor to Hélène Molinari.

   4. Reference and Compliance with a Corporate Governance Code

      The Company refers to the Corporate Governance Code for Listed Companies, published by AFEP and MEDEF (the "AFEP-MEDEF Code" as updated in December 2022). The Code can be viewed at https://www.afep.com/en/ or https://www.medef.com/en/. The Company complies with all the recommendations in this Code.

      At the end of the 2025 financial year, after an in-depth analysis, it was observed that the recommendations of the Code were complied with. However, it seems useful to make the following clarification:

      ARTICLE 23 TERMINATION OF EMPLOYMENT CONTRACTS FOR COMPANY OFFICERS

      "It is recommended, when an employee becomes an executive company officer, to terminate the employment contract that binds them to the Company or to a Group company, either by contractual termination or by resignation".

      Article 23 of the AFEP-MEDEF Code, as interpreted by the High Committee on Corporate Governance in its application guide, recommends outright termination of the employment contract when an employee becomes an Executive Corporate Officer.

      It should be noted that in 2022, the General Shareholders' Meeting approved the agreement previously approved by the Board of Directors, providing for the suspension of Valérie Baudson's employment contract. In accordance with the doctrine of the Autorité des marchés financiers (French Financial Markets Authority, AMF) and the Haut Comité du Gouvernement d'Entreprise (High Committee for Corporate Governance), the Board considered that Valérie Baudson's 25-year long service and her personal situation were sufficient grounds to maintain her employment contract, while arranging for its suspension.

      Although Article 23 of the AFEP-MEDEF Code does not apply to the Deputy Chief Executive Officer of a company with a Board of Directors, it seems useful to specify that the Board adopted the same approach for Nicolas Calcoen. In 2023, the General Shareholders' Meeting also approved the agreement to suspend the latter's employment contract.

      In order to provide an appropriate framework for these two situations from a contractual perspective, it is specified that the aforementioned suspension agreements stipulate, for both Valérie Baudson and Nicolas Calcoen, that the suspension period will not be taken into account when calculating their length of service. Furthermore, the non-compete commitments set out in the suspension agreements last for a period of 12 months following the effective date of their termination. The financial consideration for these commitments is set at 50% of the fixed compensation to which Valérie Baudson or Nicolas Calcoen would be entitled upon reactivating their employment contract. These employment contract suspensions still mean that Valérie Baudson and Nicolas Calcoen will not be entitled, during their terms, to any related items of compensation, whether arising from their employment contracts, the applicable contractual stipulations or the legal and regulatory provisions in force. These officers will therefore only receive compensation in respect of their corporate office, in line with the terms and conditions described in section 2.4 of this Universal Registration Document.

      Lastly, it should also be noted that, in the event that their duties are terminated, under no circumstances may the total amount of any severance pay and any indemnities that may be paid as a result of terminating their employment contract exceed an amount corresponding to two years' fixed and variable annual compensation.

      (1) Article 10.5 of the Afep-Medef code requires, in order to be independent, not to have been a director of the company for more than 12 years.

2. ‌Activities of the Board of Directors in 2025

   In 2025, the activity of the Board of Directors was supported with 7 Board meetings. The involvement of the directors was significant, with an overall attendance rate at 26 meetings and 1 written consultation of the Committees and Boards during the year of 96.03%. The attendance records of each of the directors are given in the summary table set about above.

   The Board of Directors primarily focused on the following topics in 2025:

   • Definition of the 2028 Medium-Term Plan

   • Partnership with ICG

   • IPO of SBI FM

   Governance

   and compensation

   meetings

   + 1 consultation

   • Compensation policy

   • Diversity policy

   • Review of the internal rules

   • Monitoring of business activity and quarterly results

   • Monitoring of product performance

   • Definition of the share buyback programme

   96.03%

   Attendance

   • Climate strategy

   Sustainability, ESG

   and Internal Control

   • CSRD changes

   • Quarterly monitoring of internal control activity

   and ethics charter

• Changes in the composition of the Board and Committees

1. 1. Overview of the specialised committees and their activities in 2025

      In accordance with the Company's Articles of Association and the applicable banking regulations, the Board of Directors has set up five specialised committees to carry out a thorough examination of certain specific issues falling within the mission of the Board of Directors.

      For example, the Board of Directors relies in particular on the in-depth work carried out by its specialised Committees to take social and environmental issues into account. Each Committee incorporates this dimension into its specific tasks. The Strategy and CSR Committee issues recommendations on the company's strategy in the area of responsible investment and CSR. The Appointments Committee ensures that the Board has a good level of collegial expertise in ESG matters. The Compensation Committee ensures that non-financial elements are taken into account in the compensation policy. The Risk Management Committee monitors and controls risk indicators relating to social and environmental commitments. Lastly, the Audit Committee, which has been monitoring the analysis of nonfinancial indicators reported to the market since 2022, was entrusted, in 2024, with most of the new tasks specific to the CSRD.

      It should be noted that these Committees have no decision-making powers. Their task is to study any issue relating to the Company that is submitted to them by the Board or by the Chairman, to carry out preliminary work and prepare for the decisions by the Board in the form of reports, proposals, opinions, information or recommendations.

      The Committee members are appointed by the Board of Directors, which may remove them at any time. A member of a Committee may resign his or her functions at any time. All members of the committees and anyone attending the Committee meetings are bound by professional confidentiality.

      The Chair of each Committee convenes the meetings within their remit and validates the meeting agenda or main purpose, taking into consideration the requests of members, and in accordance with the committee's powers. The Board of Directors may also make a specific request to each committee within the scope of its powers, and may ask the Committee Chairman to call an exceptional meeting on that topic.

      The Committees may meet by any means, including remotely. It may also give its opinion by written consultation.

      The members of each Committee must receive information sufficiently far in advance of the meeting to enable them to make an informed decision. In order to validly deliberate or give an opinion, at least half of the Committees' members must be present. Opinions and recommendations made to the Board of Directors are adopted by a majority of members present or represented.

      The Chairman of each Committee will lead the discussions and report the Committee's recommendations, opinions or proposals to the Board of Directors.

      Minutes must be prepared and distributed to Committee members following each meeting. The minutes shall state the opinion of all members. Once approved, the minutes shall also be made available to all directors.

      The Committee may obtain the opinion of any person, including a third party, who may shed light on a subject being discussed.

      The Board pays particular attention to the composition of its Committees so that it complies with the recommendations of the AFEP-MEDEF Code and the banking regulations, but also that it allows a good match between the specific expertise of its members and the skills necessary for each Committee.

      This composition is evaluated annually by the Board and gave rise to changes in 2025.

      The Board also ensures good coordination between the various Committees through some of the members serving on different Committees. For example, Michèle Guibert is a member of the Audit Committee, as well as being Chair of the Risk Committee. Nathalie Wright is a member of both the Audit Committee and the Risk Committee. Virginie Cayatte shares her experience with the Audit Committee, which she now chairs, with the Strategic and CSR Committee, of which she is also a member. Laurence Danon-Arnaud chairs both the Strategy and CSR Committee and the Compensation Committee. Lastly, Jean-Christophe Mieszala is a member of all the specialised Board Committees, except for the Audit Committee.

      To continue these efforts to create synergies, the Board decided to convene, for the second time, a Joint Committee bringing together the members of the Audit Committee and those of the Risk Management Committee, in December 2025.

      1. Strategy and CSR Committee

         Composition and changes

         Some changes were made to the composition of the Strategy and CSR Committee in 2025. Olivier Gavalda joined the Committee, taking over from Philippe Brassac. The Board also decided to include the new independent director Jean-Christophe Mieszala as the fourth member. Chaired by an independent director, duly qualified for the role, the Committee also includes the Chairman of the Board in order to ensure overall alignment of the Company's strategic vision with its majority shareholder.

         4

         MEMBERS

         4

         MEETINGS

         100%

         OVERALL ATTENDANCE RATE

         Name Individual attendance rate	Status	Position	Overview of the main areas of expertise
         LAURENCE DANON-ARNAUD Chair 100%	Independent Director	Company manager	Governance and compensation Accounting and financial information Social and environmental issues	Risk management, compliance, internal audit Strategic planning Sales / Marketing

         PHILIPPE BRASSAC(1)

         (former member)

         100% (over 2 meetings)

         VIRGINIE

         Chairman of the Board of Directors(4)

         Chief Executive Officer of Crédit Agricole S.A.(4), majority shareholder

         Governance

         
         
         
         
         
         
         
         
         

         and compensation Accounting

         and financial information

         
         
         
         
         

         Social

         
         
         
         
         
         
         

         and environmental issues Risk management, compliance, internal audit Asset management

         and financial markets

         
         
         
         
         

         Governance

         
         
         
         
         
         
         

         and compensation Accounting

         Strategic planning Sales / Marketing

         Information technology and security

         Legal requirements

         and regulatory framework

         Asset management and financial markets

         Strategic planning

         CAYATTE

         100%

         OLIVIER GAVALDA(2)

         Independent Director Chief Financial Officer

         Chairman of the Board Chief Executive Officer

         of Crédit Agricole S.A.,

         and financial information Social and environmental issues Risk management,

         
         
         

         compliance, internal audit

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         
         
         

         Social and

         Information technology and security

         
         
         
         
         

         Legal requirements

         and regulatory framework

         Strategic planning Sales / Marketing
         
         
         
         

         Information technology

         100% (over 2 meetings)

         JEAN-CHRISTOPHE

         of Directors

         majority shareholder

         environmental issues

         
         
         
         
         

         Risk management, compliance, internal audit Asset management

         and financial markets

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         and security

         
         
         

         Legal requirements

         and regulatory framework

         
         
         Strategic planning Sales / Marketing
         
         

         MIESZALA(3)

         100% (over 2 meetings)

         Independent Director Company Director

         Social and environmental issues Risk management,

         
         
         
         
         

         compliance, internal audit

         
         
         

         Asset management and financial markets

         Information technology and security

         
         
         
         
         

         Legal requirements

         and regulatory framework

         1. Philippe Brassac's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

         2. Olivier Gavalda was appointed a member of the Strategy and CSR Committee on 27 May 2025.

         3. Jean-Christophe Mieszala was appointed a member of the Strategy and CSR Committee on 27 May 2025.

         4. The status and position indicated for Philippe Brassac correspond to those he had when he was a member of the Amundi Board of Directors.

         At the request of the Committee, the Chief Executive Officer and the Deputy Chief Executive Officer also Head of the Strategy, Finance and Control division, systematically participate in the meetings of the Strategic and CSR Committee. Other occasional speakers may also be called upon to present on specific topics, at the express request of the Committee.

         2025 missions and activities

         The missions entrusted to the Strategic and CSR Committee by the Board of Directors are detailed in Article 5.3 of the Internal Rules featured in Chapter 8 of this Universal Registration Document. Its activity in 2025 included four meetings on the work described below.

         Work generated by its recurring missions:

         • analysis of the progress report contained in Chapter 3 of the Universal Registration Document on social and environmental responsibility policies and the Climate Strategy; analysis of the draft resolution "Say on Climate".

           Specific in-depth analyses:

         • monitoring of the implementation of the partnership with US asset manager Victory Capital, which was finalised in the first half of 2025;

         • definition of the strategic priorities to be recommended to the Board in view of the 2028 Strategic PlanInvest for the future;

         • monitoring of changes in the banking environment in Italy and its potential impact on the partnership with UniCredit;

         • analysis of the proposed long-term strategic and equity partnership with ICG;

         • analysis of the proposed listing of the Indian JV SBI FM;

         • other studies of growth operations projects under consideration, in progress or for exploratory purposes.

      2. Risk Management Committee

         Composition and changes

         There were some changes to the composition of the Risk Management Committee in 2025. Michèle Guibert, who had been a member of the Board since 2020, was appointed Chair in place of Christian Rouchon, with the Board considering that a Chief Executive Officer of a credit institution would be best placed to fulfil the role. The Board also decided to include Jean-Christophe Mieszala, a new independent director with particular expertise in the area of risk management, thereby strengthening the Committee's independence at the same time. It is recalled that the existence and composition of this Committee are subject to banking regulations.

         3

         MEMBERS

         6**

         MEETINGS

         91.67%

         OVERALL ATTENDANCE RATE

         Name Individual attendance rate	Status	Position	Overview of the main areas of expertise
         MICHÈLE GUIBERT(1) Chair 100% (over 2 meetings) 50% (over 4 meetings)(2)	Director representing Crédit Agricole group	CEO of a regional bank	Governance and compensation Accounting and financial information Social and environmental issues Risk management, compliance, internal audit Asset management and financial markets	Strategic planning Sales / Marketing Information technology and security Legal requirements and regulatory framework

         
         
         

         Governance

         and compensation

         
         
         

         Accounting

         
         
         

         Strategic planning

         
         
         

         CHRISTIAN

         and financial information Sales / Marketing

         ROUCHON(3)

         (Former Chair)

         100% (over 4 meetings)

         JEAN-CHRISTOPHE

         Director representing Crédit Agricole group(5)

         CEO of a regional bank(5)

         Social and environmental issues

         
         
         
         
         

         Risk management, compliance, internal audit

         
         
         

         Asset management and financial markets

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         Information technology and security

         
         
         
         
         

         Legal requirements

         and regulatory framework

         
         
         

         Strategic planning Sales / Marketing

         MIESZALA(4)

         100% (over 2 meetings)

         Independent Director Company Director

         Social and environmental issues Risk management,

         
         
         
         
         
         
         

         compliance, internal audit Asset management

         
         
         
         
         

         and financial markets

         Information technology and security

         Legal requirements

         and regulatory framework

         Sales / Marketing

         Information technology and security

         Legal requirements

         and regulatory framework

         Strategic planning

         Governance

         and compensation Accounting

         and financial information Social and environmental issues Risk management,

         compliance, internal audit

         Independent Director Company Director

         NATHALIE WRIGHT

         100%

         
         
         
         
         

         1. Michèle Guibert became Chair of the Risk Management Committee on 28 July 2025.

         2. Michèle Guibert was absent from the Risk Committee meetings of 30 January and 24 April 2025. Since becoming Chair of the Committee, she has been present at all meetings.

         3. Christian Rouchon resigned at the end of the Board of Directors meeting of 28 July 2025.

         4. Jean-Christophe Mieszala was appointed a member of the Risk Management Committee on 28 July 2025.

         5. The status and position indicated for Christian Rouchon correspond to those he had when he was a member of the Board of Directors of Amundi.

         ** Out of the 6 meetings, a Joint Risk Management and Audit Committee met on 11 December 2025.

         At the request of the Committee, the Deputy Chief Executive Officer, also Director of the Strategy, Finance and Control division, the Directors of Risk, Compliance, IT Security and Internal Audit as well as the Statutory Auditors participate in all Risk Management Committee meetings. Other individuals may also be called upon to make one-off presentations on specific topics at the express request of the Committee.

         2025 missions and activities

         The missions entrusted to the Risk Management Committee by the Board of Directors are detailed in Article 5.4 of the Internal Rules set out in Chapter 8 of this Universal Registration Document.

         It plays an essential role and six meetings were required in 2025 to enable its members to work on the various themes described below.

         Work generated by its recurring missions:

         • analysis of internal control activities, based on the presentation of each internal control function;

         • study and recommendation on the evolution of the internal control system;

         • analysis and recommendation of the ICAAP and ILAAP(1) and brief risk statement;

         • study of the annual internal control report for the ACPR [the French Authority responsible for supervising banking and insurance undertakings] and the reports on the Fight Against Money Laundering and Terrorism Financing;

         • recurring monitoring of the inspection work performed by the Audit team, as well as the implementation of recommendations;

         • review of the 2026 Audit Plan;

         • quarterly monitoring of the risk indicators with regard to the risk appetite level in the Risk Policy approved by the Board;

         • recommendations as part of the annual risk strategy decided by the Board;

         • information system security policy and analysis of new monitoring indicators as part of the risk strategy;

         • verification of the compatibility of the compensation policy with the situation of the Group with regard to the risks to which it is exposed, the capital, the liquidity as well as the probability and the timing of Amundi's expected economic and prudential benefits;

         • monitoring of the missions of the various regulators and their recommendations;

         • monitoring of compliance with the ESG commitments made by the Company in managing its funds and mandates.

           Specific in-depth analyses:

         • study of the evolution of the SRI label;

         • review of feedback following the 2024 AGM and the action plan put in place ahead of the 2025 AGM;

         • monitoring of the application of the CRR III regulation;

         • review of changes to the 2025 risk appetite framework;

         • monitoring of the performance of real estate funds;

         • update on outsourcing;

         • update on IT upgrades and associated risks.

           Joint Committee:

           In continuation of what was done for the first time in 2023, the Risk Management Committee meeting in December was organised jointly with the Audit Committee.

           The Joint Committee decided on the budget and the management of the associated risks for 2026 within the framework of the proposed budget assumptions, including in a stressed scenario. It also studied Amundi's capital position in detail.

           (1) ICAAP: Internal Capital Adequacy Assessment Process - ILAAP: Internal Liquidity Adequacy Assessment Process.

      3. Audit Committee

         Composition and changes

         In 2025, there were some changes to the composition of the Audit Committee. This Committee still has three members. Nathalie Wright joined the Committee at the end of 2024 to further strengthen its sustainability expertise, and Robert Leblanc was not replaced. With the departure of Christian Rouchon, long-standing member Virginie Cayatte was appointed Chair, and Michèle Guibert joined the Committee. Two-thirds of Audit Committee members are now independent, including the Chair, and the members have expertise in all the areas it covers.

         3

         MEMBERS

         6**

         MEETINGS

         96.67%

         OVERALL ATTENDANCE RATE

         Name Individual attendance rate	Status	Position	Overview of the main areas of expertise
         VIRGINIE CAYATTE(1) Chair	Independent Director	Chief Financial Officer	Governance and compensation Accounting and financial information Social and	Asset management and financial markets Strategic planning Information technology
         100% (over 2 meetings) 75% (over 4 meetings)(2)			environmental issues Risk management, compliance, internal audit	and security Legal requirements and regulatory framework

         CHRISTIAN ROUCHON(3)

         (Former Chair)

         100% (over 4 meetings)

         Director representing CEO of a regional bank(6) Crédit Agricole group(6)

         Governance

         
         
         

         and compensation Accounting

         and financial information Social

         and environmental issues Risk management,

         compliance, internal audit Asset management

         and financial markets

         
         
         

         Governance

         Strategic planning

         Sales / Marketing

         Information technology and security

         Legal requirements

         and regulatory framework

         MICHÈLE

         and compensation Strategic planning Accounting

         
         
         

         and financial information Sales / Marketing

         GUIBERT(4)

         100% (over 2 meetings)

         ROBERT LEBLANC(5)

         Director representing Crédit Agricole group

         CEO of a regional bank

         Social and environmental issues Risk management,

         
         
         
         
         
         
         

         compliance, internal audit Asset management

         and financial markets

         
         
         

         Governance

         
         
         

         and compensation Accounting

         
         
         

         and financial information Social

         Information technology and security

         Legal requirements

         and regulatory framework

         Strategic planning

         Sales / Marketing Information technology

         (Former member) 100% (over 3 meetings)

         Independent Director(6) Company manager(6)

         and environmental issues

         
         
         

         Risk management, compliance, internal audit

         
         
         

         Asset management

         
         
         

         and financial markets

         and security

         Legal requirements

         and regulatory framework

         Sales / Marketing

         Information technology and security

         Legal requirements

         and regulatory framework

         Strategic planning

         Governance

         and compensation Accounting

         and financial information Social and environmental issues Risk management,

         compliance, internal audit

         Independent Director Company Director

         NATHALIE WRIGHT

         100%

         
         
         
         
         

         1. Virginie Cayatte became Chair of the Audit Committee on 28 July 2025.

         2. Virginie Cayatte was absent from the Audit Committee meeting of 28 April 2025. Since becoming Chair of the Committee, she has been present at all meetings.

         3. Christian Rouchon resigned at the end of the Board of Directors meeting of 28 July 2025.

         4. Michèle Guibert became a member of the Audit Committee on 28 July 2025.

         5. Robert Leblanc's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

         6. The status and position indicated for Christian Rouchon and Robert Leblanc correspond to those they had, respectively, when they were members of the Amundi Board of Directors.

            ** Out of the 6 meetings, a Joint Risk Management and Audit Committee met on 11 December 2025.

            At the request of the Committee, the Deputy Chief Executive Officer, also Director of the Strategy, Finance and Control Division, the Chief Financial Officer, the Chief Risk Officer, the Head of Internal Audit and the Statutory Auditors systematically attend the Audit Committee meetings. Other individuals may also be called upon to make one-off presentations on specific topics at the express request of the Committee.

            2025 missions and activities

            The missions entrusted to the Audit Committee by the Board of Directors are detailed in Article 5.2 of the Internal Rules in Chapter 8 of this Universal Registration Document. These evolved in 2024 to reflect the role that the Audit Committee now plays in the sustainability reporting process.

            Work generated by its recurring missions:

            • analysis of the business and the 2024 Company and consolidated financial statements, as well as the quarterly and half-year statements for 2025;

            • systematic review of draft press releases regarding the publication of results;

            • analysis of related-party and current agreements in view of the criteria set by the Committee;

            • review of the 2024 draft sustainability report;

            • attendance of annual presentation of the Statutory Auditors, in the absence of any representative of the Company, and analysis of their quarterly audit approaches and work, as well as their independence;

            • oversight of the completion of work beyond the audit performed by the Statutory Auditors;

            • analysis of the audit plan of the Statutory Auditors for the 2025 financial year.

         Specific in-depth analyses:

         • activity carried out with third-party distributors, particularly online platforms;

         • financial impacts of the strategic partnership with Victory Capital;

         • financial trajectory of the 2028 Medium-Term Plan.

         Joint Committee:

         As in 2023 and onwards, the Audit Committee meeting in December was held jointly with the Risk Management Committee.

         This Joint Committee decided on the budget and management of the associated risks for 2026 within the framework of the proposed budget assumptions, including in a stress scenario. It also studied Amundi's capital position in detail.

      4. Compensation Committee

         Composition and changes

         There were some changes to the composition of the Compensation Committee in 2025. Following the departure of Robert Leblanc, long-standing member Laurence Danon-Arnaud was appointed Chair and Jean-Christophe Mieszala joined the Committee. Clotilde L'Angevin also joined the Committee in place of Bénédicte Chrétien as representative of the majority shareholder. Two-thirds of its members are independent, as is the Chair. Its three members have areas of expertise that are of specific use for the work of the Committee.

         As a reminder, 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 S.A., is itself subject to this obligation. Thus, Amundi is not bound by the recommendation of the AFEP-MEDEF Code relating to the presence of an employee director within its Compensation Committee.

         3

         MEMBERS

         2

         MEETINGS

         100%

         OVERALL ATTENDANCE RATE

         Name Individual attendance rate	Status	Position	Overview of the main areas of expertise
         LAURENCE DANON-ARNAUD(1) Chair 100%	Independent Director	Company manager	Governance and compensation Accounting and financial information Social and environmental issues	Risk management, compliance, internal audit Strategic planning Sales / Marketing

         ROBERT LEBLANC(2)

         (former Chair)

         100% (over 1 meeting)

         BÉNÉDICTE CHRÉTIEN(3)

         (Former member) 100% (over 1 meeting)

         Independent Director(6)

         Director representing Crédit Agricole group(6)

         Company manager(6)

         Group Human Resources Director of Crédit Agricole S.A.(6)

         Governance

         
         
         
         
         

         and compensation Accounting

         and financial information

         
         
         

         Social and environmental issues

         
         
         
         
         

         Risk management, compliance, internal audit Asset management

         and financial markets

         Governance

         
         
         

         and compensation Accounting

         
         
         

         and financial information Social and environmental issues

         Risk management,

         Asset management and financial markets

         Governance

         and compensation

         Deputy Chief Executive

         CLOTILDE

         
         
         

         compliance, internal audit

         Strategic planning

         
         
         

         Sales / Marketing

         Information technology and security

         Legal requirements

         and regulatory framework

         
         
         

         Asset management and financial markets

         Strategic planning
         
         
         
         Sales / Marketing Legal requirements
         
         

         and regulatory framework

         L'ANGEVIN(5)

         100% (over 1 meeting)

         JEAN-CHRISTOPHE

         Director representing Crédit Agricole group

         Officer of the Crédit Agricole S.A. Group in charge of the Finance and Steering division

         Accounting

         
         
         
         
         

         and financial information Social and environmental issues Risk management,

         
         
         

         compliance, internal audit

         Governance

         
         
         

         and compensation Accounting

         and financial information

         Strategic planning

         
         
         

         Sales / Marketing Legal requirements

         and regulatory framework Strategic planning

         Sales / Marketing

         MIESZALA(4)

         100% (over 1 meeting)

         Independent Director Company Director

         Social and environmental issues

         
         
         

         Risk management,

         compliance, internal audit Asset management

         and financial markets

         Information technology and security

         Legal requirements

         and regulatory framework

         1. Laurence Danon-Arnaud became Chair of the Compensation Committee on 27 May 2025.

         2. Robert Leblanc's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

         3. Bénédicte Chrétien resigned at the end of the Board of Directors meeting of 28 July 2025.

         4. Jean-Christophe Mieszala was appointed a member of the Compensation Committee on 27 May 2025.

         5. Clotilde L'Angevin was appointed a member of the Compensation Committee on 27 October 2025.

         6. The status and position indicated for Robert Leblanc and Bénédicte Chrétien correspond to those they had, respectively, when they were members of the Board of Directors of Amundi.

         At the request of the Committee, the Chief Executive Officer or the Deputy Chief Executive Officer responsible for the Strategy, Finance and Control division may be required to attend certain parts of meetings from time to time. Amundi's Head of Human Resources also attends these meetings.

         2025 missions and activities

         The missions entrusted to the Compensation Committee by the Board of Directors are detailed in Article 5.5 of the Internal Rules featured in Chapter 8 of this Universal Registration Document. It should be noted that the Committee is specifically responsible for issuing recommendations to the Board on the compensation policy with regard to social and environmental issues.

         Work generated by its recurring missions:

         • recommendations on the proposed compensation policy for 2025;

         • analysis of the implementation of the 2024 compensation policy, compared to the Company's results;

         • study of the compensation of the members of the General Executive Committee, the Heads of Internal Control and the "identified" persons within the meaning of the applicable financial regulations;

         • review of the conditions for the allocation of performance share plans;

         • study of the indexation of deferred bonuses;

         • recommendation, following analysis, of a capital increase reserved for employees in 2025;

         • analysis and proposal of compensation for executive corporate officers;

         • recommendation of guidelines in Amundi's Gender Balance policy, with regard to the study of the report on gender equality in the workplace.

           Specific in-depth analyses:

         • review of the positioning of the Chief Executive Officer and Deputy Chief Executive Officer's compensation versus their peers on the basis of a study conducted by McLagan.

      5. Appointments Committee

         Composition and changes

         Two-thirds of the members of the Appointments Committee are independent, including its Chair. Its composition complies with the AFEP-MEDEF Code and banking regulations. There were some changes to its composition in 2025. Jean-Christophe Mieszala replaced Robert Leblanc and Nicolas Mauré took over from Bénédicte Chrétien. The three members possess expertise specifically useful to the Committee's missions.

         3

         MEMBERS

         3

         MEETINGS

         INCLUDING 1 WRITTEN CONSULTATION

         93.75%

         OVERALL ATTENDANCE RATE

         Name Individual attendance rate	Status	Position	Overview of the main areas of expertise
         HÉLÈNE MOLINARI Chair 100%	Independent Director	Company manager	Governance and compensation Social and environmental issues Asset management and financial markets	Strategic planning Sales / Marketing

         BÉNÉDICTE CHRÉTIEN(1)

         (Former member) 67%

         ROBERT LEBLANC(2)

         Director representing Crédit Agricole group(5)

         Group Human Resources Director of Crédit Agricole S.A.(5)

         Governance

         
         
         
         
         

         and compensation Accounting

         and financial information

         
         
         

         Social

         
         
         

         and environmental issues Risk management, compliance, internal audit

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         
         
         

         Social

         Asset management and financial markets

         
         
         Strategic planning
         
         
         
         Sales / Marketing Legal requirements
         
         

         and regulatory framework

         Strategic planning Sales / Marketing
         
         
         
         

         Information technology

         (Former member) 100% (over 2 meetings)

         NICOLAS MAURÉ(3)

         JEAN-CHRISTOPHE MIESZALA(4)

         100% (over 1 meeting)

         Independent Director(5) Company manager(5)

         Director representing Chairman of a regional Crédit Agricole group bank

         Independent Director Company Director

         and environmental issues Risk management, compliance, internal audit

         
         
         
         
         

         Asset management and financial markets

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         
         
         
         
         

         Social and environmental issues Risk management,

         compliance, internal audit

         
         
         

         Governance

         
         
         

         and compensation Accounting

         and financial information

         
         
         
         
         

         Social and environmental issues Risk management,

         compliance, internal audit

         
         
         

         Asset management and financial markets

         and security

         
         
         

         Legal requirements

         and regulatory framework

         
         
         

         Asset management and financial markets

         
         
         Strategic planning Information technology and security
         
         
         
         

         Legal requirements

         and regulatory framework

         Strategic planning Sales / Marketing
         
         
         
         

         Information technology

         and security

         
         
         

         Legal requirements

         and regulatory framework

         1. Bénédicte Chrétien resigned at the end of the Board of Directors meeting of 28 July 2025.

         2. Robert Leblanc's term of office expired at the end of the Shareholders' General Meeting of 27 May 2025.

         3. Nicolas Mauré was appointed a member of the Appointments Committee on 28 July 2025. No meetings of the Appointments Committee took place between this date and 31 December 2025.

         4. Jean-Christophe Mieszala was appointed a member of the Appointments Committee on 27 May 2025.

         5. The status and position indicated for Robert Leblanc and Bénédicte Chrétien correspond to those they had, respectively, when they were members of the Amundi Board of Directors.

         At the request of the Committee, the Deputy Chief Executive Officer, who is also Director of the Strategy, Finance and Control Division, and the Secretary of the Board traditionally attend Appointments Committee meetings.

         2025 missions and activities

         The missions entrusted to the Appointments Committee by the Board of Directors are detailed in Article 5.6 of the Internal Rules featured in Chapter 8 of this Universal Registration Document. As a reminder, the Appointments Committee's role is to make recommendations on policies for selecting and appointing members to the Board and the Committees, as well as those involved in management of the Company or the corporate bodies of its subsidiaries. In this context, they ensure that social and environmental issues and a balanced skill set are taken into account.

         Work generated by its recurring missions:

         • analysis and assessment of the independence criteria for qualified directors as such;

         • analysis of the composition of the Board and its Committees, and recommendations with regard to the balance, diversity, skills and experiences of its members with a view to their adequacy with the strategy and evolution of the Company's activity;

         • examination of the individual skills and contributions of Board members;

         • analysis of the survey results of the collective and individual self-assessment questionnaires and recommendations for improvement;

         • recommendations relating to the expiry of directorships;

         • examination of compliance with the recommendations of the AFEP-MEDEF Code;

         • review of the succession plan for company officers, in accordance with the applicable procedure;

         • review of policies for the selection and appointment of members of the Group's corporate bodies.

           Specific work:

         • review of a new profile, proposed by the majority shareholder, which led the Shareholders' General Meeting to appoint Olivier Gavalda to succeed Philippe Brassac as Director and Chairman of the Board;

         • selection of the profile and recommendation to the Board, leading the Shareholders' General Meeting to appoint Jean-Christophe Mieszala to succeed Robert Leblanc, as a new independent director;

         • study of new profiles proposed by the majority shareholder, which led the Board to co-opt Nicolas Mauré, Pierre Cambefort and Clotilde l'Angevin to succeed, respectively, Christine Grillet, Christian Rouchon and Bénédicte Chrétien;

         • recommendations proposing changes to the composition of the specialised Committees in light of changes on the Board, with the aim of strengthening their governance and balance in terms of skills and diversity;

         • analysis and follow-up of the ECB's Fit & Proper recommendations, particularly with regard to the number of offices held by directors.

         2

         CORPORATE GOVERNANCE

         Individual presentation of the Directors

2. ‌Individual presentation of the Directors

Biography

Pierre Cambefort is a graduate of Stanford and holds an engineering degree from the École Supérieure de Physique et de Chimie Industrielles de Paris. He began his career as a research and development engineer in the chemical sector (1989). He was a volunteer under the National Service for Companies (service national en entreprise) programme in Frankfurt (1990-1991). In 1991, he joined the Caisse Nationale de Crédit Agricole as an Inspector. Then in 1995, he moved to Caisse Régionale de Crédit Agricole de Paris et d'Île-de-France where he held various positions, first as Head of Risk Management and later in the credit development business, pf which he became Head in 2000.

From 2002, he headed up the Marketing and Communication Department. In 2004 he joined Crédit Agricole S.A. as Head of Private Individual Markets department. He became Deputy Chief Executive Officer of Caisse Régionale Centre-Est in 2006.

Pierre Cambefort was appointed Deputy Chief Executive Officer of Crédit Agricole CIB in 2010, a role he fulfilled until 2013.

Since September 2013, he has been Chief Executive Officer of Caisse Régionale Nord Midi-Pyrénées.

The Board benefits from his qualities and the expertise he has acquired through his experience in the banking and finance sectors, as well as his knowledge of the United States.