MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

1.13 The Strategic Committee’s work in 2019 The Strategic Committee met ten times during the 2019 financial year and its meetings, lasting two to three hours, mainly covered: • monitoring the disposal of the last office property; • monitoring the progress of the letting activities and portfolio value-enhancement plans; • approving the conditions for the letting of the main rental units;

• monitoring changes in the retail property market and performing a strategic review of the asset portfolio; • reviewing investment opportunities; • reviewing the renewal conditions for property management contracts; • removal of the double voting rights; • updating and monitoring the three year business plans; • managing bank debt;

• drafting the financial communication policy; • monitoring procedures related to disputes.

In 2019, the average attendance rate of the Strategic Committee’s members was 96.7%. The following table shows the attendance of each member of the Strategic Committee during the past year:

Members of the Strategic Committee

Attendance rate

François de Varenne Jacques Blanchard

10 meetings out of 10 (100%) 9 meetings out of 10 (90%) 10 meetings out of 10 (100%)

Gilles Castiel

96.7%

OVERALL RATE

1.14 Delegations for capital increases In accordance with the provisions of Article L.225-37-4, paragraph 3, of the French Commercial Code, we inform you that no delegation granted by the General Meeting of Shareholders to the Board of directors in respect of capital

increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code was in force as of 31 December 2019.

Please note however that the Board of directors has been granted a current authorisation to award new or existing free shares, for which the details are as follows:

Nature of the delegation or authorisation Authorisation to award free shares

Expiration

Amount remaining at 12/31/2019

GM date

date Amount authorised Uses

0.5% of the share capital at the GM date (1)

186,096 shares

05/29/2019 07/28/2021

(2)

(1) The amount authorised is capped at 0.5% of the share capital at the date of the General Meeting, i.e. at 218,339 shares. (2) On 29 May 2019, the Board of directors used the authorisation to award 32,243 free shares to some of the Company’s employees. Up to 186,096 remaining free shares may be awarded under the authorisation.

1.15 Management of conflicts of interest To the Company’s knowledge, and on the day of this report, no member of an administrative, management or supervisory body, in the past five years: • was found guilty of fraud; • was involved in any insolvency, sequestration proceedings or liquidation or court-ordered administration of a business in the course of their duties as a member of an administrative, management or supervisory body; • was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities (including designated professional bodies);

• was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any issuer; • is linked to the issuer or any of its subsidiaries by a service agreement granting any specific benefits as set out by said agreement. The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential conflicts of interest to which they are or may be exposed.

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M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT