Coface : (2) URD 2022* Extract – Composition and Operations of the Board of Directors and management bodies

• CORPORATE GOVERNANCE
  Structure and operation of the Board of Directors and its specialised Committees

2.1 STRUCTURE AND OPERATION OF THE BOARD OF DIRECTORS AND ITS SPECIALISED COMMITTEES

2.1.1 Details of the members of the Board of Directors for financial year 2022 (1)

Following the disposals carried out in 2021 between Natixis and Arch Capital Group, on January 6, 2022, Natixis sold its remaining stake in COFACE SA, representing 10.04% of the share capital, to institutional investors. Natixis no longer holds any shares in COFACE SA.

The disposal of this remaining stake had no impact on the organisation of the Board of Directors of COFACE SA, which is still made up of ten directors, including four appointed by

Arch Capital and a majority of six independent directors, including the Chairman.

The tables, as well as the biographies, presented below are established as of December 31, 2022 and therefore do not take into account the change in the name of the Appointments, Compensation and CSR Committee (cf. Section "Appointments, Compensation and CSR Committee" in paragraph 2.1.8.).

		PERSONAL INFORMATION		EXPERIENCE		POSITION ON THE BOARD OF DIRECTORS
					NUMBER				BOARD
					OF OFFICES		START OF TERM/		COMMITTEES/
				NUMBER	HELD IN LISTED	INDE- END OF TERM	ATTENDANCE	ATTENDANCE
NAME	AGE	GENDER	NATIONALITY	OF SHARES	COMPANIES (1)	PENDENT		RATE (2)	RATE (3)
Bernardo Sanchez Incera	62		Spanish	1,000	1	✓	Feb. 10, 2021	100%	ACC
	2024 AGM	100%
Janice Englesbe	54		American	1,000	-		Feb. 10, 2021	100%	RC
		2024 AGM	100%
David Gansberg	50		American	1,000	-		Jul. 28, 2021	90%	AAC
		2024 AGM	100%
Chris Hovey	56		American	1,000	-		Feb. 10, 2021	100%	-
		2024 AGM
Isabelle Laforgue	42		French	1,000	-	✓	Jul. 27, 2017	100%	AAC - 100%
	2024 AGM	RC - 100%
Laetitia Léonard-Reuter	47		French	1,000	-	✓	May 17, 2022	100%	AAC (Ch.)
Appointment on May 17, 2022		2025 AGM	100%
Nathalie Lomon	51		French	1,000	-	✓	Jul. 27, 2017	80%	RC (Ch.)
	2024 AGM	100%
Sharon MacBeath	53		British	1,000	-	✓	Jul. 1, 2014	90%	ACC (Ch.)
	2025 AGM	100%
Laurent Musy	56		French	1,200		✓	May 17, 2022	100%	RC
Appointment on May 17, 2022			2025 AGM	100%
Nicolas Papadopoulo	60		French	12,800	-		Feb. 10, 2021	90%	ACC - 100%
		2024 AGM
AVERAGE (4)	53	50% (5)	50%			60%		95%

For the purposes of their corporate offices, the members of the Board of Directors are domiciled at the head office of the Company.

1. With the exception of the office held within the Company.
2. Average attendance rate at Board meetings.
3. AAC: Audit and Accounts Committee - RC: Risk Committee - ACC: Appointments and Compensation Committee - Ch.: Chairman.
4. Average on December 31, 2022.
5. Percentage of women on December 31, 2022.

Female

Male

(1) The information presented in this table is correct as at December 31, 2022.

54	UNIVERSAL REGISTRATION DOCUMENT 2022

CORPORATE GOVERNANCE	2
Structure and operation of the Board of Directors and its specialised Committees

Changes in the composition of the Board of Directors and the Board Committees since the beginning of 2022

BOARD OF DIRECTORS / COMMITTEE	NAME	NATURE OF CHANGE	DATE OF DECISION
			Shareholders' Meeting of
Board of Directors	Sharon MacBeath	Renewal of directorship	May 17, 2022
			Shareholders' Meeting of
Board of Directors	Laetitia Léonard-Reuter	Appointment as independent director	May 17, 2022
			Shareholders' Meeting of	2
Board of Directors	Laurent Musy	Appointment as independent director	May 17, 2022
			Shareholders' Meeting of
Board of Directors	Olivier Zarrouati	Expiry of term as independent director	May 17, 2022
			Shareholders' Meeting of
Board of Directors	Éric Hémar	Expiry of term as independent director	May 17, 2022
		Appointment as Chairman Board of Directors' meeting
Audit and Accounts Committee	Laetitia Léonard-Reuter	to replace Éric Hémar	of June 8, 2022
			Board of Directors' meeting
Risk Committee	Laurent Musy	Appointment as member	of June 8, 2022
Appointments and Compensation	Sharon MacBeath	Appointment as Chairman	Board of Directors' meeting
Committee	to replace Olivier Zarrouati	of June 8, 2022

2.1.2 Experience and offices of the members of the Board of Directors

The Board of Directors has ten members. Information relating to the members of the Board of Directors, including their principal offices outside the Coface Group as at December 31, 2022 is provided in the section below (1).

Bernardo SANCHEZ INCERA

SPANISH NATIONAL AGE: 62

ATTENDANCE RATE AT BOARD MEETINGS: 100%

ATTENDANCE RATE AT

APPOINTMENTS AND COMPENSATION COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF OFFICE: Ordinary

Shareholders' Meeting called

to approve the financial statements for the financial year ended December 31, 2024

Chairman of the Board of Directors

Independent director

since February 10, 2021

CURRICULUM VITAE

Bernardo Sanchez Incera, a Spanish national, joined Societe Generale in 2009 before serving as Deputy Chief Executive Officer of Societe Generale from January 2010 to May 2018. Prior to that, he was Executive Director of the Monoprix Group from 2004 to 2009, Executive Director of Vivarte from 2003 to 2004, Chairman of LVMH Mode et Maroquinerie Europe between 2001 and 2003 and International Director of Inditex Group from 1999 to 2001. Bernardo Sanchez Incera also served as Chief Executive Officer of Zara France between 1996 and 1999 after being Deputy Director of Banca Jover Spain from 1994 to 1996 and jointly Director and Board member of Crédit Lyonnais in Belgium from 1992 to 1994. With an MBA from INSEAD, Bernardo Sanchez Incera is a graduate of the Paris Institute of Political Studies (Sciences Po) and holds a Master's degree and a postgraduate degree in economics.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Director, Edenred (2)
• Director, Boursorama
• Director, Compagnie Financière Richelieu
• Member of the Supervisory Board, Banque Richelieu France (100% owned by Compagnie Financière Richelieu)

During the past five years and which are no longer held

• Director, ALD Automotive (2) (in 2021)
• Member of the Supervisory Board, PJSC Rosbank, Russia (in 2021)
• Deputy Chief Executive Officer, Societe Generale (2)
• Chairman of the Board of Directors, Crédit du Nord
• Chairman of the Board of Directors, Boursorama
• Director, Sogécap
• Member of the Supervisory Board, SGMB, Morocco
• Member of the Supervisory Board, Komercni Banka (2), Czech Republic
• Director, BRD Bank (2), Romania

1. In accordance with legal requirements and the recommendations of the AFEP-MEDEF Code, Coface directors cannot hold more than four other offices in listed companies outside the Group, including abroad.
2. Listed company.

2022 UNIVERSAL REGISTRATION DOCUMENT 55

• CORPORATE GOVERNANCE
  Structure and operation of the Board of Directors and its specialised Committees

Janice ENGLESBE

AMERICAN NATIONAL AGE: 54

ATTENDANCE RATE AT BOARD MEETINGS:

100%

ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF OFFICE:

Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2024

Director

since February 10, 2021

CURRICULUM VITAE

Janice Englesbe is Senior Vice President and Chief Risk Officer at Arch Capital Group Ltd. She joined Arch as Global Head of Risk Management on February 25, 2019. She has over 25 years of experience in risk, finance and business, including as Deputy Chief Risk Officer of the General Re Group. She holds a degree in economics from the Wharton School of the University of Pennsylvania and is a CFA Charterholder.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Chief Risk Officer, Arch Capital Group Ltd. (1)

During the past five years and which are no longer held

• Chief Executive Officer, Englesbe Consulting LLC
• Deputy Chief Risk Officer, General Re Group

David GANSBERG

AMERICAN NATIONAL AGE: 50

ATTENDANCE RATE AT BOARD MEETINGS:

90%

ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF OFFICE:

Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2024

Director

since July 28, 2021

CURRICULUM VITAE

David Gansberg was appointed Chief Executive Officer in charge of the mortgage lending business of Arch Capital Group Ltd., which provides mortgage insurance and reinsurance worldwide, on March 1, 2019. From February 2013 to February 2019, he was Chairman and CEO of Arch Mortgage Insurance Company. From July 2007 to February 2013, David Gansberg was Executive Vice President and Director of Arch Reinsurance Company. Previously, he held various positions in underwriting, operations and strategy at Arch Reinsurance Ltd. and Arch Capital Services Inc., which he joined in December 2001. Before joining Arch, David Gansberg held various positions at ACE Bermuda and Cigna Property and Casualty. He holds a degree in Actuarial Mathematics from the University of Michigan.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Chief Executive Officer of Global Mortgage Group, Arch Capital Group, Ltd. (1)
• Treasurer, Greensboro Chamber of Commerce

During the past five years and which are no longer held

• Chairman and Chief Executive Officer, Arch Mortgage Insurance Company

(1) Listed company.

56	UNIVERSAL REGISTRATION DOCUMENT 2022

CORPORATE GOVERNANCE	2
Structure and operation of the Board of Directors and its specialised Committees

Chris HOVEY

AMERICAN NATIONAL AGE: 56

ATTENDANCE RATE AT BOARD MEETINGS:

100%

EXPIRATION DATE OF THE TERM OF OFFICE:

Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2024

Director

since February 10, 2021

CURRICULUM VITAE

Chris Hovey is Chief Operating Officer at Arch Capital Services LLC. From July 2018 to January 2020, he served as Executive Vice President and Chief Information Officer at Arch Capital

Services LLC. Prior to that, he was Chief Operating Officer of Arch Mortgage Insurance Company. 2 Before joining Arch, Chris Hovey was Chief Operating Officer of PMI Mortgage Insurance Co. from

2011. He was also Vice President and Head of Service Operations and Claims Management for PMI, which he joined in 2002. Chris Hovey holds a degree from San Francisco State University and an MBA from Saint Mary's College in Moraga, California.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Chief Operating Officer, Arch Capital Services LLC
• Director, Arch Global Services Holdings Ltd.

During the past five years and which are no longer hel

• N/A

Isabelle LAFORGUE

FRENCH NATIONAL AGE: 42

ATTENDANCE RATE AT BOARD MEETINGS:

100%

ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%

Independent director

since July 27, 2017

CURRICULUM VITAE

After graduating from École Polytechnique and École des mines de Paris, Isabelle Laforgue began her career at SFR in 2006, where she held various roles in the Strategy and Finance Departments. She was appointed Director of Central Finance in 2011, in charge of management control, accounting, financial communications and consolidation. In 2012, she was appointed Chief of Staff to the Chairman and Chief Executive Officer of SFR, advising, analysing and supporting the decision-making processes during a period of change and market consolidation. In 2015, she joined Econocom, a European company specialising in the digital transformation of businesses, as Chief Transformation Officer to develop and implement the Group's internal transformation. In 2017, she became Deputy CEO for France at Econocom. In 2019, she joined Owkin, a start-up specialising in the use of artificial intelligence in cancer research, as Executive VP Finance & Operation. In March 2021, Isabelle Laforgue joined AstraZeneca France as Head of Digital, Transformation and Innovation.

ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF OFFICE:

Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2024

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Head of Digital, Transformation and Innovation, AstraZeneca France
• Executive VP Finance & Operation, Owkin

During the past five years and which are no longer held

• Chief Transformation Officer, Econocom (1)
• Deputy CEO for France, Econocom (1)

(1) Listed company.

2022 UNIVERSAL REGISTRATION DOCUMENT 57

• CORPORATE GOVERNANCE
  Structure and operation of the Board of Directors and its specialised Committees

Laetitia LEONARD-REUTER

FRENCH NATIONAL AGE: 47

ATTENDANCE RATE AT BOARD MEETINGS:

100%

ATTENDANCE RATE AT AUDIT AND ACCOUNTS COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF

OFFICE: Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2025

Independent director

since May 17, 2022

CURRICULUM VITAE

Laetitia Léonard-Reuter is a graduate of HEC Paris, the University of Saint-Gall (Switzerland), and a participant at the Institut des Hautes Études de l'Entreprise (IHEE). She joined Generali France as Chief Financial Officer in November 2018. She previously worked at Axa Group where she held various positions from 2003: Corporate Finance Account Manager, Head of Group Capital Management, then in 2014 Chief Financial Officer of AXA Global P&C, a non-life insurance and reinsurance entity. In 2017, she became Chief Data Officer of Axa France. She began her career in 2000 as an M&A analyst at JPMorgan Chase covering the Telecommunications, Media and Technology sectors.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Director, Generali Vie SA and Generali IARD SA
• Permanent Representative of Generali France, Director of Prudence Créole SA
• Permanent Representative of Generali Vie, Director of GFA Caraïbes SA
• Representative of Generali on the French Federation of Insurance (FA) Economic and Financial Committee (ECOFIN) and the FA ECOFIN Office
• Vice-Chair of the FA ECOFIN
• Representative of Generali France, Director of Generali Investments Holding S.p.A. and Generali Real Estate S.p.A.
• Director of AKG SAS and Generali Retraite

During the past five years and which are no longer held

• N/A

Nathalie LOMON

FRENCH NATIONAL AGE: 51

ATTENDANCE RATE AT BOARD MEETINGS:

80%

ATTENDANCE RATE AT RISK COMMITTEE MEETINGS: 100%

EXPIRATION DATE OF THE TERM OF

OFFICE: Ordinary Shareholders' Meeting called to approve the financial statements for the financial year ended December 31, 2024

Independent director

since July 27, 2017

CURRICULUM VITAE

Nathalie Lomon has been Senior Executive VP and Chief Financial Officer at SEB Group since September 2019. She is also a member of the Executive Committee and the General Management Committee.

A graduate of the NEOMA Business School, Nathalie Lomon began her career in auditing at Mazars in 1995 before joining the General Inspection Department at BNP Paribas in 1999. In 2002, she joined Pechiney where she held several financial and management positions, including Chief Financial Officer for the Aeronautical, Transport and Industry division of Rio Tinto Alcan. She then joined the Ingenico group in 2010 as Head of Management Control, subsequently becoming Chief Financial Officer for the European-SEPA region in 2014 and then Chief Financial Officer in 2015, overseeing the finance, legal & governance functions, as well as being a member of the Executive Committee.

PRINCIPAL OFFICES AND DUTIES OUTSIDE COFACE GROUP

During financial year 2022

• Senior Executive VP and Chief Financial Officer, SEB Group (1)
• Chief Executive Officer, SEB Internationale SAS
• Chief Executive Officer, Immobilière Groupe SEB SAS
• Member of the Supervisory Board, WMF GmbH
• Director and member of the Audit Committee, Zhejiang Supor Co. Ltd.
• Director representing the founding members of the SEB Group Endowment Fund
• Deputy Chief Executive Officer of Groupe SEB Ré
• Director, SEB Professional North America, Ei Re Acquisition LLC, Wilbur Curtis Co. Inc.
• Member of the Supervisory Board, Schaerer (AG)

During the past five years and which are no longer held

• EVP Finance, Legal & Governance, Ingenico group SA (1)
• Director, Ingenico Holdings Asia Limited (HK), Fujian Landi Commercial Equipment Co., Ltd.,
• Manager, Ingenico e-Commerce Solutions BVBA/SPRL (BE)
• Director, Ingenico Financial Solutions NV/SA (BE), Ingenico do Brasil Ltda., Ingenico Holdings Asia II Limited (HK), Stichting Beheer Derdengelden Ingenico Financial Solutions (IFS Fondation)
• Chairman of the Supervisory Board and member of the Audit Committee, Global Collect Services B.V.
• Director, Fixed & Mobile Pte. Ltd., Fixed & Mobile Holdings Pte. Ltd., Ingenico Corp.
• Chairman, Ingenico Business Support S.A.S., Ingenico 5 S.A.S.
• Director, Bambora Top Holding AB, Ingenico International (Singapore) Pte. Ltd., Ingenico Japan Co. Ltd.

(1) Listed company.

58	UNIVERSAL REGISTRATION DOCUMENT 2022