MRM - 2019 Universal Registration Document

3

General information on the issuer and its share capital

Employee profit-sharing plan

Employee profit-sharing plan

3.4

In 2019 the Company granted 32,243 free shares to employees, subject to attendance, it being specified that the Board of directors may award new or existing shares at the end of the vesting period.

The history of free share allocation decided by the Board of directors is presented in Section 3.3 of the management report shown in Section 3.6 of this Universal Registration Document.

Dividend payout policy

3.5

The dividend payments for the past three financial years are presented in Section 2.4 “Dividends paid out in previous years” of the management report in Section 3.6 of this Universal Registration Document. The dividend limitation period is five years. Dividends for which payment has not been requested are paid back to the French Treasury department.

The dividend payout policy complies with SIIC rules. In particular, 95% of earnings from building lettings are paid out before the end of the financial year following the one during which such earnings are realised, and 70% of capital gains from the sale of buildings, shares in tax-transparent property companies or shares of subsidiaries liable for corporate income tax having opted for SIIC status are paid out in dividends before the end of the second financial year following the one in which they are realised; and dividends received from subsidiaries having opted for SIIC status are redistributed in full during the financial year following their collection.

Management report for the financial year ended 31 December 2019

3.6

Ladies, Gentlemen, This Combined General Meeting was called in accordance with the Articles of Association and the French Commercial Code to report on the business activities of M.R.M. SA (“the Company”) during the financial year ended 31 December 2019, the resultant earnings and the Company’s outlook, and to seek

approval for the annual and consolidated financial statements for said financial year. Those financial statements are attached. You were duly notified and called to the Meeting, as prescribed by law, and all mandatory documents under rules and regulations in force were put at your disposal within the legal time frame.

1.

Company position and activities

1.1 Company position and activities in the past financial year

Since 29 May 2013, M.R.M.’s main shareholder has been SCOR SE which owns 59.9% of the share capital. Since then, M.R.M.’s strategy has been to refocus its business on holding and managing retail properties with plans to gradually dispose of its office properties. In 2019, M.R.M. completed its refocusing strategy with the sale of its last office building, Urban, in January. In addition, M.R.M. has pursued the deployment of its investment plan reserved for existing retail properties, whilst continuing to market its available spaces.

1.1.1 General presentation of the Company M.R.M. is a listed real estate investment company that owns a portfolio consisting of retail properties across several regions of France. As such, M.R.M. and its subsidiaries implement an active value-enhancement and asset management strategy combining yield and capital gains.

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M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT