MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

2.3.1 Components of remuneration and benefits of any kind paid during the year or granted in respect of the 2020 financial year to Jacques Blanchard, Chief Executive Officer until 1 October 2020 The table below shows all the components of remuneration and benefts of any kind paid during the year or granted in respect of the 2020 fnancial year to Jacques Blanchard, Chief Executive Offcer until 1 October 2020, in accordance with the remuneration policy for the Chief Executive Offcer as approved by the General Meeting of 26 June 2020 in its eighth resolution, and submitted to the approval of the General Meeting to be held in 2021:

Components of remuneration paid during the nancial year ended

or allocated for the nancial year ended

Amount or accounting valuation put to the vote Presentation

Fixed remuneration

Annual fixed gross remuneration of €200,000 (unchanged since 1 August 2013).

€150,000 (gross amount paid monthly in equal parts from 1 January to 30 September 2020) €80,000 (gross amount paid in 2020 for 2019) following approval by the forthcoming 2021 General Meeting, subject to a vote in favour) €45,000 (amount payable for 2020,

Annual variable remuneration

See Section 2.2.1 for the variable amount paid for 2019. The performance criteria governing the granting of the annual variable remuneration in respect of 2020 are as follows: (i) increase in rental income from retail assets to reach the target for 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 grant the Chief Executive Offcer an achievement rate of 37.5% for criteria (i) and (ii) and of 100% for (iii), (iv) and (v), giving an average of 75%. This rate of achievement is applied prorata temporis to the amount of fxed remuneration for 2020. The Board of directors reserves the possibility to put in place long-term remuneration in cash, allocation of free shares and/ or stock options for the beneft of the Chief Executive Offcer, the amount and the payment or allocation of which will be conditional upon the achievement of quantitative and/or qualitative performance criteria to be assessed over a minimum period of three years. The Board of directors awarded no such remuneration for 2020. The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. The Board of directors awarded no such remuneration for 2020. The Chief Executive Officer receives no remuneration for his office of director. However, after leaving his position as Chief Executive Offcer, Jacques Blanchard received remuneration in respect of his term of offce as director from 1 October 2020.

Long-term remuneration in cash, allocation of free shares and/or stock options

-

Exceptional remuneration

-

Remuneration for the office of director

€2,200 (amount paid)

Components of remuneration due following termination or change of duties, retirement bene ts and non-compete commitments Accounting valuation of bene ts in kind

N/A

€7,439

The Chief Executive Officer has healthcare and personal risk cover, as well as a company car.

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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