MRM - 2018 Registration document

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Corporate governance

Corporate governance report

1.18 Agreements referred to in Articles L.225-38 and L.225-40-1 of the French Commercial Code

1.18.1 Agreements and commitments approved in previous years which were effective in the year ended 31 December 2018

Pledge of shares and guarantee at first request As of 14 January 2016, the Board of directors approved (i) the conclusion of an intra-group loan agreement with SCOR SE for the refinancing of SCI Noratlas (subsidiary wholly owned directly and indirectly by M.R.M. SA) and (ii) the granting of collateral and guarantees in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE. The main conditions of the intra-group loan agreement were as follows:

Loan conditions

Loan date

14/01/2016 €22,000,000

Loan amount (principal) Interest rate and margin

3-month Euribor plus 180 bps

Repayment terms Initial maturity date

On maturity 16/01/2017

Collateral and guarantees given to SCOR SE Pledge of all shares held by M.R.M. SA and DB Neptune SAS in SCI Noratlas.

Granting by M.R.M. SA of an autonomous first-demand guarantee, taking effect as of 16 February 2017, and of a maximum amount of €24,000,000 corresponding to the amount of the intra-group loan agreement in principal and the amount of accessories plus the amount of interest set out in the intra-group loan agreement. Mortgage pledge on the Nova building with registration exemption to be granted by SCI Noratlas. Pledge of receivables relating to rents and insurance benefits under all insurance policies for damage to property (excluding structural damage), including in respect of any compensation for loss of rental income, pertaining to the Nova building, to be granted by SCI Noratlas. Background This intra-group loan agreement enabled the refinancing of bank debt held by SCI Noratlas maturing on 15 January 2016 for which M.R.M. had granted various guarantees and collateral in favour of the lender. At its meeting of 14 January 2016, the Board of directors noted that a default in repayment of amounts owed by SCI Noratlas to the bank would result in the realisation of the guarantees and collateral granted by M.R.M. to the bank in consideration of this loan. The establishment of an intra-group refinancing facility, albeit agreed at market conditions, also allowed M.R.M. and its subsidiaries to save on substantial transaction costs and collateral arrangement fees. For these reasons, the Board of directors felt that it was in the interest of the Company to allow the conclusion of the intra-group loan agreement between SCOR SE and SCI Noratlas (pursuant to the terms of its internal regulations) and the granting by M.R.M. of guarantees and collateral in this respect in favour of SCOR SE in the terms put to the Board.

On 8 December 2016, the Board of directors then approved (i) the signing of a rider to the intra-group loan agreement with SCOR SE and SCI Noratlas on 15 January 2016 and (ii) the renewal of the collateral and guarantees granted in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE. The loan was thus extended until 15 January 2018 and the autonomous first-demand guarantee granted by M.R.M. SA to SCOR SE was extended for a period ending one month after the maturity date of the extended loan, i.e. until 15 February 2018. The financial terms of the loan and the related guarantees and collateral were renewed in an identical manner.

Because the sale of the Nova building, the proceeds of which were to be used to pay SCOR SE the amounts due under the loan, was postponed to 2017, the Board of directors on 8 December 2016 decided that it was in the Company’s interest that the amounts owed to SCOR SE should be paid by SCI Noratlas using the sale proceeds of the Nova building rather than consider setting up a new bank refinancing. On 7 December 2017, the Board of directors approved (i) the signing of a second rider to the intra-group loan agreement with SCOR SE and SCI Noratlas on 15 January 2016 and (ii) the renewal of the collateral and guarantees granted in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE.

M.R.M. 2018 REGISTRATION DOCUMENT

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