MRM - 2018 Registration document

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Information on M.R.M.’s activities

Company history

The tax regime for SIICs, set out in Article 208 C of the French General Tax Code, exempts eligible companies opting for this status from corporate tax on income from letting buildings and from capital gains tax on sales of buildings and shares in real estate companies. Conditions for eligibility are twofold: • at least 80% of the Company’s business must derive from property holding and management (the “business” condition); • no single shareholder may hold more than 60% of the share capital and voting rights of the Company, and at least 15% of the share capital and voting rights must be held by a combination of shareholders representing no more than 2% of the share capital and voting rights (the “shareholding” condition). A company must opt for the SIIC status before the end of the fourth month from the beginning of the financial period for which it requests application of the regime. It takes effect as from the first day of the applicable financial period and is irrevocable. The resulting change in tax status gives rise to the discontinuation of a company’s business (taxation of unrealised capital gains, payment of any deferred tax and any unpaid corporate tax on operating income). Corporate tax on unrealised capital gains, deferred taxes, and corporate tax on untaxed profits, levied at 16.5% (generally referred to as exit tax), must be paid in instalments of 25% on 15 December of the first year of the option and each subsequent year. SIICs and their subsidiaries having opted for the special tax regime are exempt from corporate tax on the portion of their earnings from: • letting properties, provided that 95% of such earnings are distributed before the end of the financial period in which they are generated; • capital gains on disposals of buildings, shares in partnerships as defined by Article 8 of the French General Tax Code with an identical purpose to that of a SIIC, and/or shares in subsidiaries having opted for the special tax regime, provided that 60% of such capital gains are distributed before the closing of the second financial period following their realisation;

• dividends received from subsidiaries having opted for the special tax regime and deriving from tax-exempt income or capital gains, provided that they are entirely redistributed during the financial period following the dividend payout. 25 March 2008: M.R.M. joined the Euronext IEIF SIIC index. 7 March 2013: M.R.M. signed an investment agreement with SCOR SE under which the latter took a majority interest in M.R.M.’s share capital. 13 May 2013: M.R.M.’s General Meeting of shareholders approved the Company’s recapitalisation, provided for in the investment agreement signed on 7 March 2013 with SCOR SE, along with the following items and transactions subject to carrying out the recapitalisation: • appointment of directors; • reduction of the Company’s share capital by lowering the par value of shares; • allocating negative retained earnings to additional paid-in capital; • capital increase without subscription rights in favour of SCOR SE; • conversion into Company shares of the bonds issued by DB Dynamique Financière; • issue and award of Company stock options free of charge to Company shareholders whose shares are registered on the day preceding the date on which the capital increase reserved for SCOR SE is carried out. 29 May 2013: the recapitalisation provided for in the investment agreement signed with SCOR SE on 7 March 2013 was carried out. This notably resulted in the acquisition of a 59.9% majority stake by SCOR SE in the share capital of M.R.M., as well as the conversion into M.R.M. shares of all of the bond issue for a nominal amount of €54.0 million issued by DB Dynamique Financière, a fully owned subsidiary of M.R.M. Since SCOR SE’s capital stake in M.R.M. is less than 60%, M.R.M. still benefits from its SIIC status and the advantageous tax system that goes with it. M.R.M.’s head office was moved to 5, avenue Kléber, Paris (16 th arrondissement ).

M.R.M. 2018 REGISTRATION DOCUMENT

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