MRM - 2018 Registration document

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General information on the issuer and its capital Management report for the year ended 31 December 2018

As of 31 December 2018 and at the date of this report, no other M.R.M. shareholder individually held more than 5% of the Company’s share capital or voting rights at General Meetings. For information, at the date of this report, Jacques Blanchard, Chief Executive Officer of the Company, held 42,839 shares, 42,838 of which through his personal holding company, SC JAPA. Consequently, he holds 0.1% of the share capital and 0.16% of the voting rights, directly and indirectly. Cross-shareholdings At the reporting date of the past financial year, companies controlled by the Company held no stake in the Company. Treasury shares – Share buyback plan At the start of 2018, the Company held 35,012 treasury shares. On 7 January 2014, M.R.M. entrusted the performance of a liquidity contract to Invest Securities to improve the liquidity and trading regularity of its shares for an annual fee of €25,000 excluding VAT. In addition, a share buyback programme was implemented in 2018 in order to: • stimulate the trading of M.R.M. securities on the market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the ethics charter of the AMAFI (French association of financial markets) recognised by regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the amount sold; • retain shares for subsequent payment or exchange purposes in the event of acquisitions; • ensure the hedging of stock option plans and/or bonus share plans (or similar) reserved for employees and/or corporate officers of the Group, as well as any share allocations under company or group savings plans (or similar plan), employee profit-sharing and/or any other form of allocation of shares to employees and/or corporate officers of the Group; • ensure the hedging of securities giving access to the Company’s shares in accordance with regulations in force; • cancel all or part of the shares which would be acquired, in accordance with the authorisation granted on 1 June 2017 by the General Meeting in its seventeenth extraordinary resolution.

These objectives are presented without prejudice to the effective order of use of the authorisation to buy back shares, which would be dependent on needs and opportunities. In 2018, the Company bought 44,681 treasury shares at an average price of €1.52 per share (representing a total investment of €68,069 in 2018) and sold 9,185 treasury shares at an average price of €1.58 per share under the liquidity agreement in order to stimulate the trading/liquidity of its shares under its share buyback programme. There were no reallocations during the year. Trading costs amounted to €0. The Company thus held 70,508 treasury shares as of 31 December 2018, representing 0.16% of its share capital at a nominal value of €70,508. These securities are entered as Company assets in its parent company financial statements, and deducted from equity in the consolidated financial statements. The General Meeting of Shareholders called to approve the financial statements for the year ended 31 December 2018 will be asked to renew this authorisation to buy back shares. With regard to share cancellations, the Meeting will also be asked to authorise the Board to cancel, for a period of 24 months, at its sole discretion, in one or more instalments, up to 10% of the share capital, calculated on the day of the cancellation decision, net of any shares cancelled over the previous 24 months, the shares the Company holds or may hold following the buybacks made as part of its buyback programme, and to reduce the share capital by the corresponding amount pursuant to the legal and regulatory provisions in force. In accordance with Article L.225-102 of the French Commercial Code, we inform you that: • no employee held any interest in the Company’s share capital at the last day of the 2018 financial year; • no shares were acquired in order to award them to employees under a profit-sharing scheme. In accordance with Articles L.225-184 and L.225-197-4, paragraph 1, of the French Commercial Code, we inform you that: • the Company has no stock option plans; • no bonus shares were awarded to salaried employees or senior managers of the Company. 3.3 Employee share ownership

M.R.M. 2018 REGISTRATION DOCUMENT

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