MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

There will be a minimum vesting period of three years for the award of free shares. The Board of directors shall also require that the Chief Executive Officer holds a specific proportion of these shares as registered shares until the termination of his duties. Exceptional remuneration The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. The agreed amount of such exceptional remuneration may not exceed 25% of the annual fixed remuneration. Remuneration awarded for the office of member of the Board The Chief Executive Officer receives no remuneration for his office of director. Benefits in kind The Chief Executive Officer has healthcare and personal risk cover as well as a company car. Commitments If so decided by the Board of directors, and in accordance with the applicable regulations, in the event of the early termination of his duties, the Chief Executive Officer may receive severance pay subject to fulfilling financial performance conditions, and where necessary non-financial performance conditions. In accordance with the recommendations of the AFEP- MEDEF Code, the Chief Executive Officer does not have an employment contract. Should the Board of directors decide to appoint one or more Deputy Chief Executive Officers, the remuneration policy applicable to the Chief Executive Officer would also be applicable to the Deputy Chief Executive Officers. Should the Board of directors decide to combine the positions of Chairman and Chief Executive Officer, the remuneration policy applicable to the Chief Executive Officer would be also be applicable to the Chairman and Chief Executive Officer. Payment of the components of variable remuneration and where applicable exceptional remuneration allocated for the past financial year is subject to approval by the Ordinary General Meeting of the components of remuneration and benefits in kind paid to the Chief Executive Officer during the previous financial year or allocated for that financial year ( ex-post individual vote). Consequently, payment of these components will be made, subject to this condition, after the General Meeting to be held in 2021 to approve the financial statements for 2020.

• Non-financial criteria – preparation and arrival of a new Chief Executive Officer, – launch the climate plan, – managing the impacts of the COVID-19 crisis. The variable remuneration criteria contribute to achieving the remuneration policy targets, as they aim primarily to consolidate and increase the rental revenue base generated by the Group, to leverage the potential value of its property assets, and to accelerate its CSR strategy for long-term growth. The Board of directors shall use the corporate/consolidated financial statements approved and audited by the Statutory Auditors as a basis on which to determine to what extent the variable remuneration performance criteria (and particularly the financial criteria) have been met. Please note that in the context of this remuneration policy and in the event of a change of governance, the Board of directors reserves the right to apply the following changes to the performance criteria: • Quantitative/quantifiable financial criteria – increase the Group’s net rental income, – complete the value-enhancement plan of the Valentin shopping centre (extension works and lettings), – achieve an acquisition or disposal target; • Non-financial criteria – prepare a strategic plan in line with the strategic guidelines approved by the Board of directors, – pursue the climate plan, – manage the impacts of the COVID-19 crisis. Long-term remuneration in cash or through the allocation of free shares and/or stock options The Board of directors reserves the option to implement long- term remuneration in cash or through the allocation of free shares and/or stock options for the Chief Executive Officer. The amount and payment/award of such remuneration will be dependent on the achievement level of the quantitative/ qualitative performance criteria assessed over a minimum three-year period, such as, in particular, achieving a target IRR over the period in question or achieving strategic plan targets. The long-term remuneration criteria will contribute to the remuneration policy targets. The Board of directors shall use the corporate/consolidated financial statements approved and audited by the Statutory Auditors as a basis on which to determine to what extent the long-term remuneration performance criteria (and particularly the financial criteria) have been met.

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M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT