MRM - 2018 Registration document

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Corporate governance

Corporate governance report

At its meeting of 21 February 2019, the Board of directors assessed the achievement level of targets (i), (ii) and (v) at 100% and of target (iii) at 75% – target (iv) being inapplicable – corresponding to variable annual remuneration of €80,000 for 2018, payment of which is subject to approval by the Ordinary General Meeting of Shareholders of the components of remuneration paid or allocated to the Chief Executive Officer for said year ( ex post vote). Consequently, payment of this component will be made, subject to this condition, after the General Meeting to be held on 29 May 2019 to approve the financial statements for 2018. See Section 2.3 below. Multiyear variable remuneration At its meeting of 22 February 2018, the Board of directors decided that the Chief Executive Officer would not receive a multiyear variable remuneration for 2018. Benefits in kind In accordance with the Board’s decision of 22 February 2018, the Chief Executive Officer is provided with healthcare and personal risk cover as well as a company car.

Insofar as neither the Company, nor its subsidiaries, operate any pension or supplementary pension schemes, these companies have not set aside, or recognised, any sums for the payment of pension, retirement or other benefits. 2.2.1 Remuneration of the Chief Executive Officer Pursuant to the recommendations of the AFEP-MEDEF Code applicable to the Chief Executive Officer, Jacques Blanchard does not have an employment contract with the Company. Annual remuneration At its meeting on 22 February 2018, the Board of directors decided that the Chief Executive Officer would receive, for 2018: • gross fixed annual remuneration of €200,000 in 12 monthly payments; and • variable annual remuneration of no more than 40% of his gross fixed annual remuneration (i.e. up to €80,000) conditional on achieving certain targets, namely (i) selling the last two office buildings at a price consistent with their value recorded in the financial statements at 31 December 2017, (ii) implementing the retail property value-enhancement plans, (iii) increasing rental income from the retail properties, (iv) acquiring and selling retail properties as and when the opportunity arises, and (v) preparing a complete data room on the retail properties.

Severance pay None.

Summary of total remuneration of the Chief Executive Officer The table below provides a summary of the total remuneration, including gross remuneration due and paid, awarded to the Chief Executive Officer for the last two years:

2018

2017

Amounts due

Amounts paid Amounts due Amounts paid

(in euros)

200,000

200,000

200,000

Fixed remuneration

200,000

Annual variable remuneration Multiyear variable remuneration

80,000

56,000

56,000

72,000

- - -

- - -

- - -

107,050 (1)

Exceptional remuneration

- -

Directors’fees

Benefits in kind (2)

9,712

9,712

9,638

9,638

TOTAL

289,712

265,712

265,638

388,688

(1) Remuneration paid subsequent to continuing his term of office until the General Meeting to be held in 2017 to approve the financial statements for the year then ended. Multiyear variable remuneration is described above in Section 2.2.1. (2) Company car, healthcare (mutual) and personal risk cover.

Jacques Blanchard received no stock options or performance shares from the Company.

M.R.M. 2018 REGISTRATION DOCUMENT

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