MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

1.15 CSR Committee’s work in 2020 The CSR Committee met only once in 2020. This very frst meeting of the Committee, lasting two hours, focused on: • setting up the Committee; • the regulatory framework: overview of the CSR obligations of REITs and market standards;

• monitoring the Climate Plan adopted by the Company in 2020; • non-fnancial performance statements for 2020; • timetable and next steps.

In 2020, the average attendance rate of the Strategic Committee’s members was 100%. The following table shows the attendance of each member of the Audit Committee during the past year:

Members of the CSR Committee

Attendance rate

Valérie Ohannessian Jacques Blanchard Brigitte Gauthier-Darcet

1 meeting out of 1 (100%) 1 meeting out of 1 (100%) 1 meeting out of 1 (100%)

OVERALL RATE

100%

1.16 Delegations for capital increases In accordance with the provisions of Article L.225-37-4, paragraph 3, of the French Commercial Code, we inform you that no delegation granted by the General Meeting of shareholders to the Board of directors in respect of capital

increases pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code was in force as of 31 December 2020.

Please note however that the Board of directors has been granted a current authorisation to award new or existing free shares, for which the details are as follows:

Nature of the delegation or authorisation

Expiration date

Amount authorised

Amount remaining at 12/31/2020

GM date

Uses

0.5% of the share capital at the GM date (1)

Authorisation to award free shares

05/29/2019 07/28/2021

142,300 shares

(2)

(1) The amount authorised is capped at 0.5% of the share capital at the date of the General Meeting, representing 218,339 shares. (2) On the basis of this authorisation, the Board of directors decided, at its meetings of 29 May 2019 and 26 June 2020, to allocate 32,243 and 43,796 shares free of charge to employees of the Company. Up to 142,300 remaining free shares may be awarded under the authorisation.

1.17 Management of conficts of interest To the Company’s knowledge, and on the day of this report, no member of an administrative, management or supervisory body, in the past five years: • was found guilty of fraud; • was involved in any insolvency, sequestration proceedings or liquidation or court-ordered administration of a business in the course of their duties as a member of an administrative, management or supervisory body; • was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities (including designated professional bodies); • was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any issuer;

• is linked to the issuer or any of its subsidiaries by a service agreement granting any specific benefits as set out by said agreement. The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential con icts of interest to which they are or may be exposed. There are potential conflicts of interest with respect to SCOR SE, in its dual capacity as majority shareholder and director of the Company, and with regard to directors from the SCOR group. It is recalled that directors have a duty of loyalty to the Company and are bound to act in its best interests. Con icts of interests between companies and majority shareholders are governed by the legislation and case law in force, and the Company has also drawn up specific rules to prevent con icts of interests in the internal regulations of the Board of directors.

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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