MRM - 2018 Registration document

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General information on the issuer and its capital

General information

3.1.8 Appropriation of earnings according to the Articles of Association

Any shareholders other than natural persons: (i) holding directly or indirectly, at the time any dividend is paid, at least 10% of the dividend rights in the Company; and (ii) whose situation or that of their partners holding directly or indirectly, for the payment of any dividend, at least 10% of their dividend rights, renders the Company liable for the payment of the 20% levy referred to in Article 208 C IId of the French General Tax Code (the “Tax Levy”) (such shareholders are hereafter referred to as “tax-paying shareholders”); shall be liable to the Company upon payment of any dividend for an amount equivalent to the Tax Levy due by the Company in relation to such payment.” (Article 18 of the Articles of Association).

“Following any appropriation of losses carried forward, 5% shall be deducted from earnings and appropriated to the legal reserve fund. This deduction is no longer mandatory once the reserve fund is equivalent to the legal minimum. Out of the available balance, upon the proposal of the Board of directors or the Management Board (depending on the chosen mode of administration), the General Meeting can appropriate the amounts it deems adequate, either to carry forward to the next period or to allot to one or several general or special reserve funds. The balance, if any, shall be distributed among the shareholders as a bonus dividend.

3.1.9 Management and administration

The corporate provisions relating to the members of the Board of directors are detailed in Articles 10 to 14 of the Articles of Association, the contents of which is provided in the corporate governance report in Section 4.1 of this Registration Document.

The Board’s organisation and operation are set out in the internal regulations approved by the Board at its meeting of 21 February 2019 and published on the Company’s website (www.mrminvest.com).

3.1.10 General Meetings

Any shareholder may take part in the meetings, personally or by proxy, provided that their shares are registered in their name or the name of the agent registered on their behalf, in accordance with Article L.228-1, paragraph 7, of the French Commercial Code, at midnight on the second business day prior to the meeting, or in the registered share accounts held by the Company, or in bearer share accounts held by an authorised intermediary. For the purposes of determining a quorum and a majority, shareholders attending General Meetings by video conference or by telecommunications media permitting their identification and complying with applicable regulations, when the Board of directors decides on such methods of participation, before sending notice of General Meetings, shall be counted.” (Article 16 of the Articles of Association).

“General Meetings of Shareholders are called and held under the terms and conditions established by law. The notice of General Meetings in which dividends are decided upon shall reiterate shareholders’obligations under Article 8 of the Articles of Association. Any shareholders other than natural persons holding directly or indirectly at least 10% of dividend rights in the Company must confirm whether or not they belong to the class of ‘tax-paying shareholders’in accordance with Article 8 of the Articles of Association no later than three days before the date of the General Meeting. Meetings are held either at the head office or in another venue in Paris or its neighbouring departments or in any other place indicated in the notice of meeting.

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M.R.M. 2018 REGISTRATION DOCUMENT