MRM - 2018 Registration document

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General information on the issuer and its capital

Information about the share capital

Threshold crossing disclosures (Article L.233-7 of the French Commercial Code) By mail received 24 January 2019 (AMF Notice No. 219C0164), the concert comprising the companies CB Richard Ellis European Warehousing SARL, CBRE Global Investors Asia Holdings BV, CB Richard Ellis Investors DB Co-Invest LLC and PREFF Pan-European Real Estate Fund of Funds plc declared that on 18 January 2019 it had

crossed below the 5% threshold of the Company’s share capital and voting rights and held 581,386 M.R.M. shares representing 1,162,772 voting rights, equivalent to 1.33% of the Company’s share capital and 2.17% of its voting rights, broken down as follows:

% of the share capital

% of the voting rights

Shares

Voting rights

PREFF Pan-European Real Estate Fund of Funds plc CB Richard Ellis Investors DB Co-Invest LLC CB Richard Ellis European Warehousing SARL

640,842 246,596 246,304

1.20% 0.46% 0.46% 0.05% 2.17%

320,421 123,298 123,152

0.73% 0.28% 0.28% 0.03%

CBRE Global Investors Asia Holdings BV

14,515

29,030

TOTAL CONCERT

581,386

1.33% 1,162,772

This threshold crossing resulted from an off-market disposal of M.R.M. shares. By mail received on 4 February 2019 each company in the aforementioned concert declared that on 29 January 2019 it had sold all its shares in the Company as detailed in the table above. As a result, these companies no longer hold any shares in the Company. By mail received on 29 January 2019, Compagnie Financière MI 29 (29 rue de Monceau, 75008 Paris), together with its subsidiary, Eurobail, declared that on 22 January 2019, they owned 2,173,654 M.R.M. shares representing as many voting rights, equivalent to 4.98% of the Company’s share capital and 4.20% of its voting rights. By mail received on 29 January 2019 (AMF Notice No. 219C0188), SCOR SE (5 avenue Kléber, 75016 Paris) declared that on 25 January 2019, it had broken through the 50% voting rights threshold and held 26,155,662 M.R.M. shares representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 50.49% of its voting rights. This passive threshold crossing resulted from a reduction in the total number of M.R.M. voting rights. Bymail received on 6 February 2019 (AMF notice no. 219C0227), Specials Fund, a company governed by Luxembourg law (50 avenue J.F. Kennedy, L-2951 Luxembourg) declared that on 4 February 2019 it had broken through the 5% voting rights threshold and held 1,284,905 M.R.M. shares representing 2,569,810 voting rights, equivalent to 2.94% of the Company’s share capital and 5.02% of its voting rights. This passive threshold crossing resulted from a reduction in the total number of M.R.M. voting rights.

No other threshold crossings have been declared in the last three years.

Derogation exempting the Company from its obligation to file a public offer At its meeting of 19 February 2019, the French Financial Markets Authority ( Autorité des Marchés Financiers - AMF) reviewed a request from SCOR SE to obtain a derogation exempting it from its obligation to file a public offer for M.R.M. shares, within the framework of the programme to reduce the total number of voting rights of the Company. As at 31 December 2018, SCOR SE held 26,155,662 M.R.M. shares representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 48.84% of its voting rights. On 18 January 2019, certain M.R.M. shareholders sold their shares carrying double voting rights, resulting in a decrease in the total number of voting rights of the Company. As a result of this transaction, SCOR SE declared that it held 26,155,662 M.R.M. shares on 25 January 2019 representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 50.49% of its voting rights. As a result of this SCOR SE’s share of the Company’s voting rights (initially fixed at between 30% and 50%, and always below 49%), had increased by more than 1% in less than twelve consecutive months, thus triggering the obligation to launch a public offer pursuant to Article 234–5 of the General Regulations of the AMF. In the light of this, SCOR SE requested that the AMF grant it a derogation exempting it from its obligation to file a public tender offer for M.R.M. shares, in accordance with the provisions laid down in Article 234–9-5 of the General Regulations. To back up its request, SCOR SE indicated that the reduction in the number of voting rights

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M.R.M. 2018 REGISTRATION DOCUMENT