MRM - 2019 Universal Registration Document

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General information on the issuer and its share capital

Consolidated financial statements for the financial year ended 31 December 2019

Investments

• ensure the hedging of stock option plans and/or free share plans (or similar) reserved for employees and/or corporate officers of the Group, as well as any share allocations under company or group savings plans (or similar plan), employee profit-sharing and/or any other form of allocation of shares to employees and/or corporate officers of the Group; • ensure the hedging of securities giving access to the Company’s shares in accordance with the regulations in force; • cancel all or part of the shares that would be acquired, in accordance with the authorisation granted on 29 May 2019 by the General Meeting in its thirteenth extraordinary resolution. The above goals are presented without prejudice to the actual order in which the authorisation to buy back shares is used, something that would be dependent on needs and opportunities. The maximum number of shares that could be purchased by the Company is capped at 10% of the share capital, adjusted for any potential capital increases or reductions that may take place during the term of the share buyback programme. These share purchases may be made by any means, including via the purchase of blocks of securities, whenever the Board of directors deems it appropriate. The maximum unit price is fixed at €3 per share. In the event of any transactions in the share capital, in particular stock splits, reverse splits and bonus share allocations, the number of purchasable shares indicated above would be adjusted accordingly by applying a multiplying factor equal to the ratio between the number of shares comprising the share capital prior to the transaction, and the number after the transaction. The maximum amount that can be invested in the share buyback programme is capped at €13,100,344. As of 31 December 2019, the Company held 36,195 treasury shares. In 2019, under the liquidity agreements entrusted to Invest Securities, 28,665 securities were purchased at an average price of €1.39 per share and 62,978 shares were sold at an average price of €1.43 per share. Payment of premiums In its third ordinary resolution the Combined General Meeting of Shareholders of 29 May 2019 authorised the payment of premiums in the amount €4,803,459, equivalent to €0.11 per share, to be financed from the “Merger Premiums” account and the “Additional Paid-in Capital” account. The ex-coupon date was set for 5 June 2019 and payment was made on 7 June 2019. Taking account of the treasury shares held by the Company, which do not qualify for a dividend payout, the final amount distributed to shareholders was €4,796,089.

In total €7.9 million was invested in the property portfolio in 2019. These were primarily: • the partial redevelopment and 2,600 m² extension of the Valentin shopping centre in northern Besançon. The completion of the works was postponed for six months to the end of the first half of 2020 (1) ; • the refurbishment of Galerie du Palais in Tours, renamed Passage du Palais. Completed in the first half of 2019, the programme aimed to improve the customer experience by implementing the “Synergies Centre by M.R.M.” concept which focuses on modern design, exchange services and proximity. It includes the creation of rest and sharing areas as well as Wi-Fi access; • works to subdivide one of the units at the Aria Parc retail park in Allonnes to create 1,200 m² of space to house the new anchor brand that moved in during the third quarter. Disposals On 30 January 2019, M.R.M. announced the disposal of Urban, an unoccupied 8,000m² office property in Montreuil, for the sum of €6.35 million excluding transfer taxes. This disposal marks the completion of the Group’s move to gradually refocus on holding and managing retail properties, a strategy adopted in June 2013. It brings the cumulative amount of office asset disposals made by M.R.M. since that date to €132.3 million. Implementation of a share buyback programme On 29 May 2019, the Board of directors decided to implement the share buyback programme decided by the Combined General Meeting of Shareholders of 29 May 2019 in its twelfth ordinary resolution for an 18-month period starting from 30 May 2019. The purpose of the buyback programme is to: • stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the ethics charter of the French Financial Markets Association ( Association française des marchés financiers - AMAFI) recognised by regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the number sold; • retain shares for subsequent payment or exchange purposes in the event of acquisitions;

(1) As indicated in paragraph 1.4.6 “Recent events” of this Universal Registration Document, the health crisis linked to the COVID-19 epidemic has temporarily halted the work. M.R.M. will update the completion schedule once the situation is back to normal.

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M.R.M. 2019 UNIVERSAL REGISTRATION DOCUMENT