MRM - 2020 Universal Registration Document

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Corporate governance

Report on corporate governance

Components of remuneration paid during the nancial year ended or allocated for the nancial year ended Components of remuneration due following termination or change of duties, retirement bene ts and non-compete commitments

Amount or accounting valuation put to the vote Presentation

No amount in respect of the fnancial year

The Board of directors, at its meeting of 23 September 2020, agreed to the following commitment to the Chief Executive Offcer: In the event of a forced departure before the end of his or her term of offce, the Chief Executive Offcer will be allocated a severance payment not exceeding six months of gross annual fxed remuneration under the following conditions: • in the event of their removal from offce as Chief Executive Offcer due to a change in control or strategy of the M.R.M. group or for just cause, except for gross negligence, attributable to the Chief Executive Offcer or following a notoriously negative performance of the Company (one-off performance) (a “Forced Departure”), the Chief Executive Offcer will beneft from a severance payment limited to an amount of €87,500, equivalent to a maximum of six months of gross annual fxed remuneration (the “Compensation”) subject to compliance with performance conditions. The payment of this Compensation will be subject to prior verifcation of the performance condition defned below. The performance condition (“Performance Condition”) will be met in respect of a given fnancial year if at least two of the following three criteria are met consecutively over the two fnancial years preceding the date of departure of the Chief Executive Offcer: • the IRR of the M.R.M. group must be at least 5%; • the change in the share price of M.R.M. over the reference period must not be more than 10% lower than that of the IEIF SIIC France index; • M.R.M.’s Climate Plan is in line with the roadmap approved by the Board of directors. In the event of a Forced Departure, the Board will meet to determine whether or not the Performance Condition has been met. In the event that the Board determines that the Performance Condition has been met, the Compensation shall be paid to the Chief Executive Offcer as soon as possible. For all practical purposes, it is specifed that in the event of a Forced Departure before the expiry of a period of two years from the date of taking offce as Chief Executive Offcer, the Performance Condition will be considered as fulflled if one of the above criteria is met over the time in offce of the Chief Executive Offcer. The Chief Executive Officer has healthcare and personal risk cover.

Accounting valuation of bene ts in kind

€1,319

M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT

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