MRM - 2019 Universal Registration Document

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General information on the issuer and its share capital

Information about the share capital

Threshold crossing disclosures (Article L.233-7 of the French Commercial Code) By mail received 24 January 2019 (AMF notice no. 219C0164), the concert comprising the companies CB Richard Ellis European Warehousing Sàrl, CBRE Global Investors Asia Holdings BV, CB Richard Ellis Investors DB Co-Invest LLC and PREFF Pan-European Real Estate Fund of Funds plc declared that on 18 January 2019 it had crossed below the 5% threshold of the Company’s share capital and voting rights and held 581,386 M.R.M. shares representing 1,162,772 voting rights, equivalent to 1.33% of the Company’s share capital and 2.17% of its voting rights, broken down as follows:

To the Company’s knowledge and on the day this Universal Registration Document was prepared, no other shareholder held, directly or indirectly, acting alone or in concert, more than 2.5% of the Company’s share capital or voting rights. The measures taken to prevent SCOR SE from initiating a hostile takeover of the Company are described in Section 1.15 “Management of conflicts of interest” of the corporate governance report in Section 4.1 of this Universal Registration Document. Moreover, independent directors are required to serve on the Board of directors and its Audit Committee, and the duties of the Chairman of the Board of directors and the Chief Executive Officer are separate.

% of the share capital

% of the voting rights

Shares

Voting rights

PREFF Pan-European Real Estate Fund of Funds plc CB Richard Ellis Investors DB Co-Invest LLC CB Richard Ellis European Warehousing Sàrl CBRE Global Investors Asia Holdings BV

640,842 246,596 246,304

1.20% 0.46% 0.46% 0.05% 2.17%

320,421 123,298 123,152

0.73% 0.28% 0.28% 0.03%

14,515

29,030

TOTAL CONCERT

581,386

1.33% 1,162,772

This threshold crossing resulted from an off-market disposal of M.R.M. shares. By mail received on 4 February 2019, each company in the aforementioned concert declared that on 29 January 2019 it had sold all its shares in the Company as detailed in the table above. As a result, these companies no longer hold any shares in the Company. By mail received on 29 January 2019, Compagnie Financière MI 29 (29 rue de Monceau, 75008 Paris), together with its subsidiary, Eurobail, declared that on 22 January 2019, they owned 2,173,654 M.R.M. shares representing as many voting rights, equivalent to 4.98% of the Company’s share capital and of its voting rights. By mail received on 29 January 2019 (AMF notice no. 219C0188), SCOR SE (5 avenue Kléber, 75016 Paris) declared that on 25 January 2019, it had broken through the 50% voting rights threshold and held 26,155,662 M.R.M. shares representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 50.49% of its voting rights. This passive threshold crossing resulted from a reduction in the total number of M.R.M. voting rights.

By mail received on 6 February 2019 (AMF notice no. 219C0227), Specials Fund, a company governed by Luxembourg law (50 avenue J.F. Kennedy, L-2951 Luxembourg) declared that on 4 February 2019 it had broken through the 5% voting rights threshold and held 1,284,905 M.R.M. shares representing 2,569,810 voting rights, equivalent to 2.94% of the Company’s share capital and 5.02% of its voting rights. This passive threshold crossing resulted from a reduction in the total number of M.R.M. voting rights. By mail received on 7 June 2019 (AMF notice no. 219C0960), followed by a letter received on 13 June 2019, the Luxembourg company Specials Fund (50, avenue J.F. Kennedy, L-2951 Luxembourg) declared, by way of regularisation, that on 29 May 2019 it had crossed below the threshold of 5% of the voting rights of M.R.M. and held, on that date and to date, 1,284,905 M.R.M. shares representing the same number of voting rights, i.e. 2.94% of the Company’s share capital and voting rights. The threshold crossing followed changes to M.R.M.’s Articles of Association made by the General Meeting of 29 May 2019 to cancel double voting rights attached to Company shares. No other threshold crossings have been declared in the last three financial years.

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

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