MRM - 2019 Universal Registration Document

3

General information on the issuer and its share capital

Information about the share capital

Derogation exempting the Company from its obligation to file a public offer At its meeting of 19 February 2019, the French Financial Markets Authority ( Autorité des Marchés Financiers - AMF) reviewed a request from SCOR SE to obtain a derogation exempting it from its obligation to file a public offer for M.R.M. shares, within the framework of the programme to reduce the total number of voting rights of the Company. As of 31 December 2018, SCOR SE held 26,155,662 M.R.M. shares representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 48.84% of its voting rights. On 18 January 2019, certain M.R.M. shareholders sold their shares carrying double voting rights, resulting in a decrease in the total number of voting rights of the Company. As a result of this transaction, SCOR SE declared that it held 26,155,662 M.R.M. shares on 25 January 2019 representing as many voting rights, equivalent to 59.90% of the Company’s share capital and 50.49% of its voting rights. As a result of this SCOR SE’s share of the Company’s voting rights (initially fixed at between 30% and 50%, and always below 49%), had increased by more than 1% in less than twelve consecutive months, thus triggering the obligation to launch a public offer pursuant to Article 234–5 of the General Regulations of the AMF. In the light of this, SCOR SE requested that the AMF grant it a derogation exempting it from its obligation to file

a public tender offer for M.R.M. shares, in accordance with the provisions laid down in Article 234–9-5 of the General Regulations. To back up its request, SCOR SE indicated that the reduction in the number of voting rights on 18 January 2019 could not have been anticipated, as it resulted from the loss of double voting rights attached to M.R.M. shares owned by M.R.M. shareholders other than SCOR SE. On this basis, given that SCOR SE’s obligation to file a public offer stemmed from a decrease in the number of M.R.M. voting rights, and that said decrease was not of SCOR SE’s making, AMF granted the requested derogation on the statutory basis invoked (AMF notice no. 219C0307). Shareholder identification The Company may request at any time, in line with applicable laws and regulations, the central depository system which keeps track of the stock issued by the Company for the names, or, where it concerns a corporate body, the names, nationalities and addresses, of the holders of shares that confer, immediately or in the future, voting rights in its General Meetings of Shareholders, as well as the number of shares held by each one and, if applicable, any restrictions on those shares (Article 7 of the Articles of Association).

44

M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT

Made with FlippingBook Learn more on our blog