MRM - 2019 Universal Registration Document

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General information on the issuer and its share capital

Corporate financial statements for the financial year ended 31 December 2019

Appendix

The statement of financial position for the year ended 31 December 2019, covering a period of twelve months like the previous year, presents a total, before appropriation of income, of €85,980,275 and a loss of €838,358.

These share purchases may be made by any means, including via the purchase of blocks of securities, whenever the Board of directors deems it appropriate. The maximum unit price is fixed at €3 per share. In the event of any transactions in the share capital, in particular stock splits, reverse splits and free share allocations, the number of purchasable shares indicated above would be adjusted accordingly by applying a multiplying factor equal to the ratio between the number of shares comprising the share capital prior to the transaction, and the number after the transaction. The maximum amount that can be invested in the share buyback programme is capped at €13,100,344. As of 31 December 2019, M.R.M. held 36,195 treasury shares. In 2019, under the liquidity agreements entrusted to Invest Securities, 28,665 securities were purchased at an average price of €1.39 per share and 62,978 shares were sold at an average price of €1.43 per share. Payment of premiums In its third ordinary resolution the Combined General Meeting of Shareholders of 29 May 2019 authorised the payment of premiums in the amount of €4,803,459, equivalent to €0.11 per share, to be financed from the “Merger Premiums” account and the “Additional Paid-in Capital” account. The ex-coupon date was set for 5 June 2019 and payment was made on 7 June 2019. Taking account of the treasury shares held by M.R.M., which do not qualify for a dividend payout, the final amount distributed to shareholders was €4,796,089. Free share allocation plan In its fourteenth extraordinary resolution the Combined General Meeting of Shareholders of 29 May 2019 decided to award free shares to salaried employees and/or certain corporate officers. On 29 May 2019 the Board of directors set the terms and conditions for awarding 32,243 free shares to salaried employees. The shares will vest on 29 May 2022 subject to attendance. Accordingly, on 31 December 2019 a retained earnings account was set up with a transfer of €31,995 from the “Additional paid-in capital” account.

Highlights of the year (French Commercial Code – Article R.123-196-3)

Implementation of a share buyback programme On 29 May 2019, the Board of directors decided to implement the share buyback programme decided by the Combined General Meeting of Shareholders of 29 May 2019 in its twelfth ordinary resolution for an 18-month period starting from 30 May 2019. The purpose of the buyback programme is to: • stimulate the trading of M.R.M. securities on the secondary 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 French Financial Markets Association ( Association française des marchés financiers – AMAFI) 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 free 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 the regulations in force; • cancel all or part of the shares that would be acquired, in accordance with the authorisation granted on 29 May 2019 by the General Meeting in its thirteenth extraordinary resolution. The above goals are presented without prejudice to the actual order in which the authorisation to buy back shares is used, something that would be dependent on needs and opportunities. The maximum number of shares that could be purchased by the Company is capped at 10% of the share capital, adjusted for any potential capital increases or reductions that may take place during the term of the share buyback programme.

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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