MRM - 2019 Universal Registration Document

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Corporate governance

Corporate governance report

3.

Information on factors likely to have an impact in the event of a takeover bid

3.5 Control mechanisms scheduled in an employee share ownership scheme when the control rights are not exercised by said party None.

The factors likely to have an impact in the event of a takeover bid as defined by Article L.225-37-5 of the French Commercial Code are as follows: 3.1 The Company’s capital structure See Sections 3.2 and 3.6.3 of the 2019 Universal Registration Document. 3.2 Statutory restrictions on the exercise of voting rights and share transfers or the provisions of agreements brought to the attention of the Company pursuant to Article L.233-11 “Voting rights attached to equity shares or bonus shares are equal to the portion of the capital they represent, and each share carries at least one voting right. Fully paid-up shares which have been registered for at least two years in the name of the same shareholder do not carry double voting rights. In the case where share ownership rights are split, the usufructuary has the voting rights in Ordinary General Meetings and the bare owner has the voting rights in Extraordinary General Meetings. Any natural or legal person crossing, either up or down, a share ownership or voting rights threshold of 2.5% or a multiple thereof (5%, 7.5% and so on) must notify the Company within 15 days after the threshold is crossed of the number of shares they hold. This obligation ceases to apply above a threshold of 32.5% of the share capital or voting rights, as the case may be. ” (Article 8 of the Articles of Association). 3.3 Direct or indirect shareholdings in the share capital of the Company known to it pursuant to Articles L.233-7 and L.233-12 See Section 3.2.12 of the 2019 Universal Registration Document. 3.4 List of holders of any securities with special control rights and a description thereof None.

3.6 Agreements between shareholders

of which the Company is aware which may result in restrictions on the transfer of shares and the exercise of voting rights

None.

3.7 Rules governing the appointment and replacement of members of the Board of directors and the amendment of the Company’s Articles of Association For more information on the rules governing the appointment and replacement of members of the Board of directors, see Section 1.2 “Rules governing the composition of the Board of directors” of this report. The rules governing the amendment of the Company’s Articles of Association are the legal rules. 3.8 Powers of the Board of directors, in particular to issue or redeem shares To date, the Company’s Board of directors has no delegation empowering it to issue shares. See Section 1.14 “Delegations for capital increases” in this report. The Combined General Meeting of 29 May 2019, in its twelfth ordinary resolution, authorised the Board of directors for a period of 18 months, in accordance with Articles L.225-209 et seq. of the French Commercial Code, to purchase Company shares, on one or more occasions, at the time of its choosing, up to 10% of the number of shares comprising the share capital, adjusted if need be to take any capital increases or decreases that may take place in that period into account. This authorisation ended the authorisation granted to the Board of directors by the Combined General Meeting of 31 May 2018 in its ninth ordinary resolution.

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M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT