MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

2.2.1 Remuneration of the Chief Executive Of cer

3 3 JACQUES BLANCHARD, CHIEF EXECUTIVE OFFICER UNTIL 1 OCTOBER 2020 The following table presents a summary of the total remuneration including the gross remuneration awarded in respect of and paid during the last two fnancial years to Jacques Blanchard:

2020

2019

Amounts awarded Amounts paid Amounts awarded Amounts paid

Fixed remuneration

€150,000

€150,000

€200,000

€200,000

Annual variable remuneration Multiyear variable remuneration

€45,000

€80,000

€80,000

€80,000

- -

- - -

- - -

- - -

Exceptional remuneration

Remuneration for the offce of director (1)

€2,200 €7,439

Benefits in kind (2)

€7,439

€9,828

€9,828

TOTAL

€204,639 €237,439

€289,828 €289,828

(1) Remunerated as a director since 1 October 2020, after stepping down as Chief Executive Officer. (2) Company car, healthcare and personal risk cover.

For the 2020 fnancial year, the gross annual fxed remuneration of Jacques Blanchard was set at €200,000, payable in twelve monthly instalments. Given the expiry of his term of offce as Chief Executive Offcer on 1 October 2020, he received a prorated fxed remuneration of €150,000 in 2020. For the 2020 fnancial year, the maximum possible annual variable remuneration of Jacques Blanchard was 40% of his gross annual fxed remuneration (i.e. €80,000), the payment of which was subject to the achievement of the following performance criteria: (i) increase in rental income from retail assets to reach the target of net annualised rents of €10 million, (ii) completion of the value-enhancement plan for the Valentin shopping centre (extension works and marketing), (iii) preparation and arrival of a new Chief Executive Offcer, (iv) launch of the Climate Plan, and (v) management of the impact of the COVID-19 crisis.

The Board of directors, which met on 25 February 2021, decided to award to Jacques Blanchard a rate of achievement of 75% of his performance criteria, as specifed in Section 2.3 below. This achievement rate is applied prorata temporis to the amount of the fxed remuneration in 2020 of Jacques Blanchard, thus amounting to a gross annual variable remuneration of €45,000 for the 2020 fnancial year, equivalent to 30% of his fxed remuneration, the payment of which is subject to approval by the Ordinary General Meeting of the items of remuneration paid during the fnancial year or awarded to the Chief Executive Offcer in respect of said fnancial year (individual ex-post vote). Consequently, payment of this item will be made, subject to this condition, following the 2021 General Meeting called to approve the financial statements for 2020. See Section 2.3 below. Jacques Blanchard received no stock options or performance shares from the Company.

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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