MRM - 2018 Registration document

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General information on the issuer and its capital

Information about the share capital

3.1.11 Shareholders’rights

“Voting rights attached to equity shares or bonus shares are equal to the portion of the capital they represent, and each share carries at least one voting right. Double voting rights are granted to all fully paid-up shares which have been registered for at least two years, in the name of the same shareholder, under the terms and conditions provided for by law. In the case where share ownership rights are split, the usufructuary has the voting rights in Ordinary General Meetings and the bare owner has the voting rights in Extraordinary General Meetings. Any natural or legal person crossing, either up or down, a share ownership or voting rights threshold of 2.5% or a multiple thereof (5%, 7.5% and so on) must notify the Company within 15 days after the threshold is crossed of the number of shares they hold. This obligation ceases to apply above a threshold of 32.5% of the share capital or voting rights, as the case may be.” (Article 8 of the Articles of Association).

The implementation of the method of acquiring double voting rights was decided by the General Meeting of 12 December 2007. Shareholders’rights can be modified as provided by law. It is specified that subject to the approval of the Special General Meeting of holders of shares carrying double voting rights, it will be proposed at the next General Meeting to cancel the double voting rights attached to M.R.M. shares pursuant to Article L.225-123 of the French Commercial Code and Article 8 of the Articles of Association, and to amend paragraph 4 of Article 8 of the Articles of Association accordingly, the rest of the Article remaining unchanged: “Voting rights attached to equity shares or bonus shares are equal to the portion of the capital they represent, and each share carries at least one voting right. Fully paid-up shares which have been registered for at least two years in the name of the same shareholder do not carry double voting rights.”

Information about the share capital

3.2

3.2.1 Share capital

As of the date of this Registration Document the share capital stands at €43,667,813. It is made up of 43,667,813 fully paid-up shares of identical class with a par value of €1 each. Fully paid-up shares are in either registered or bearer form, at the discretion of the shareholder, subject to the relevant legal provisions in force. (Articles 6 and 7 of the Articles of Association). The share capital can be changed as provided by law.

The total number of theoretical voting rights as of 31 December 2018 and 31 March 2019 was 53,550,633 and 51,340,830, respectively. The difference between the number of shares and the number of voting rights is due to the existence of double voting rights. Restated for treasury shares, the actual number of voting rights as of 31 December 2018 and 31 March 2019 was 53,480,125 and 51,273,329, respectively.

3.2.2 Unissued authorised share capital

As of 31 December 2018, no authorisation was in force empowering the Board of directors to carry out capital increases by issuing shares or securities giving immediate or future access to the Company’s share capital.

M.R.M. 2018 REGISTRATION DOCUMENT

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