MRM - 2019 Universal Registration Document

4

Corporate governance

Corporate governance report

2.

Information on the remuneration of corporate officers

2.1 Remuneration policy (2020 ex-ante vote) This section is prepared in accordance with Articles L.225-37-2 and R.225-29-1 of the French Commercial Code and is an integral part of the corporate governance Report. In accordance with Order no. 2019-1234 of 27 November 2019, the remuneration policy for corporate officers of listed companies on regulated markets must be approved by an Ordinary General Meeting ( ex-ante vote). The Board of directors has established a remuneration policy for each of the Company’s corporate officers which takes into account the recommendations made by the AFEP-MEDEF Code and the Company’s interest. The policy forms part of the active value-enhancement and asset management strategy, combining yield and capital appreciation. The Board of directors has also determined the Chief Executive Officer’s remuneration based on the above components, primarily by setting variable remuneration criteria linked to the implementation of the business strategy and in the Company’s interest. No component of remuneration, of any nature whatsoever, may be determined, awarded or paid by the Company, nor any commitment made by the Company if it does not comply with the approved remuneration policy or, in its absence, with the remuneration or practices existing within the Company. However, in exceptional circumstances, the Board is exempt from applying the remuneration policy provided that such exemption is temporary, in the Company’s interest and required for the Company’s sustainability or viability. As there is no remuneration committee, as explained in Section 1.1 of this report, the Board of directors shall determine, review and implement the remuneration policy for each of the corporate officers. Please note that the Chief Executive Officer shall not take part in discussions or votes on these issues. As part of its decision-making process for determining and reviewing the remuneration policy, the Board of directors incorporates the fairness ratio information shown below into the Company’s remuneration and employment terms. In the event of any changes to the Company’s governance, the remuneration policy will be applied to the Company’s new corporate officers, with amendments where necessary.

2.1.1 Remuneration policy for the Chief Executive Officer and/or any other executive corporate officer The remuneration policy for the Chief Executive Officer, as set by the Board of directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2020 General Meeting (ex-ante vote). The fixed, variable and exceptional components of the total remuneration and all benefits in kind due to the Chief Executive Officer in respect of his office, and their respective weightings, are as follows: Fixed remuneration The Chief Executive Officer receives annual fixed remuneration payable in twelve monthly instalments whose amount is determined according to the extent of his duties and responsibilities, taking into account market practices Annual variable remuneration The Chief Executive Officer receives annual variable remuneration capped at a percentage of the annual fixed remuneration, set in advance annually by the Board and not exceeding 50%. Payment of this remuneration is subject to achieving quantitative and/or qualitative performance criteria set by the Board of directors for the year in question. For the 2020 financial year, at its meetings of 27 February 2020 and 2 April 2020, the Board of directors capped the annual variable remuneration for the current Chief Executive Officer at 40% of his annual fixed remuneration, and decided that its amount and payment would be subject to achieving the following performance criteria: • Quantitative/quantifiable financial criteria – increase rental income from retail properties to reach the target of €10 million in annualised net rents, – complete the value-enhancement plan of the Valentin shopping centre (extension works and lettings); The expected achievement level of these quantitative/ quantifiable criteria is predetermined by the Board of directors, but not made public for confidentiality reasons.

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

133