MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

3 3 FRANÇOIS MATRAY, CHIEF EXECUTIVE OFFICER SINCE 1 OCTOBER 2020 The following table presents a summary of the total remuneration including the gross remuneration awarded and paid to François Matray for the past fnancial year:

2020

Amounts awarded

Amounts paid

Fixed remuneration

€43,750 €13,125

€43,750

Annual variable remuneration Multiyear variable remuneration

- - - -

- - -

Exceptional remuneration

Remuneration for the offce of director

Benefits in kind (1)

€1,319

€1,319

TOTAL

€58,194

€45,069

(1) Healthcare and personal risk cover.

For the 2020 fnancial year, the gross annual fxed remuneration of François Matray was set at €175,000, payable in twelve monthly instalments. Given the start of his term as Chief Executive Offcer on 1 October 2020, he received prorated fxed remuneration of €43,750 in 2020. For the 2020 fnancial year, the maximum possible annual variable remuneration of François Matray was 40% of his gross annual fxed remuneration, equivalent to €70,000, the payment of which was subject to the achievement of the following performance criteria: (i) increase in net rental income from the portfolio, (ii) completion of the value-enhancement plan for the Valentin shopping centre (extension works and marketing), (iii) achievement of an acquisition or disposal target, (iv) development of a three-year strategic plan within the framework of the strategic guidelines set by the Board of directors, (v) implementation of the Company’s Climate Plan, and (vi) management of the impact of the COVID-19 crisis.

The Board of directors, which met on 25 February 2021, decided to award to François Matray 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 François Matray, thus representing a gross annual variable remuneration of €13,125 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 component 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. François Matray received no stock options or performance shares from the Company.

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT