MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

2.3.2 Components of remuneration and benefits of any kind paid during the year or granted in respect of the 2020 financial year to François Matray, Chief Executive Officer since 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 François Matray, Chief Executive Offcer since 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

Gross annual fxed remuneration of €175,000.

€43,750 (gross amount paid monthly in equal parts from 1 October to 31 December 2020) €13,125 (amount payable for 2020, following approval by the forthcoming 2021 General meeting, subject to a vote in favour)

Annual variable remuneration

The performance criteria governing the granting of the annual variable remuneration for 2020 are as follows: (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 objective, (iv) development of a three-year strategic plan within the framework of the strategic guidelines set by the Board of directors, (v) implementation 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 the Chief Executive Offcer a success rate of 60% for criteria (i) and (ii), 55% for (iv), and 100% for criteria (v) and (vi), giving an average of 75%, as criterion (iii) was considered non-applicable. 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.

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

-

Exceptional remuneration

-

Remuneration for the office of director -

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT