MRM - 2020 Universal Registration Document

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General information on the issuer and its share capital

Information about the share capital

3.1.8 Corporate purpose

The purpose of the Company worldwide is: • primarily, to acquire, build, divide into lots, manage, maintain and outfit any and all property assets with a view to letting them, or to hold directly or indirectly equity interests in corporate entities having the same purpose, subject to tax laws governing partnerships or to corporate income tax;

• secondly, to provide technical, accounting, administrative, financial, marketing or management support services to its subsidiaries. The Company may carry out any transactions compatible with, relating to and helping to fulfil this purpose (Article 3 of the Articles of Association).

3.1.9 Statutory appropriation of earnings

Any shareholders other than natural persons: (i) holding directly or indirectly, at the time any dividend is paid, at least 10% of the dividend rights in the Company; and (ii) whose situation or that of their partners holding directly or indirectly, for the payment of any dividend, at least 10% of their dividend rights, renders the Company liable for the payment of the 20% levy referred to in Article 208 C IIb of the French General Tax Code (the “Tax Levy”) (such shareholders are hereafter referred to as “tax-paying shareholders”) shall be liable to the Company upon payment of any dividend for an amount equivalent to the Tax Levy due by the Company in relation to such payment”. (Article 18 of the Articles of Association).

“Following any appropriation of losses carried forward, 5% shall be deducted from earnings and appropriated to the legal reserve fund. This deduction is no longer mandatory once the reserve fund is equivalent to the legal minimum. Out of the available balance, upon the proposal of the Board of directors or the Management Board (depending on the chosen mode of administration), the General meeting can appropriate the amounts it deems adequate, either to carry forward to the next financial year or to allot to one or several general or special reserve funds. The balance, if any, shall be distributed among the shareholders as a bonus dividend.

Information about the share capital

3.2

3.2.1 Share capital

As of the date of this Universal Registration Document the share capital stands at €43,667,813. It is made up of 43,667,813 fully paid-up shares of identical class with a par value of €1 each. Fully paid-up shares are in either registered or bearer form, at the discretion of the shareholder, subject to the relevant legal provisions in force. (Articles 6 and 7 of the Articles of Association). The share capital can be changed as provided for by law.

Since the decision by the Combined General meeting of 29 May 2019 to cancel the double voting rights attached to shares registered for at least two years in the name of the same shareholder, the number of shares and the number of theoretical voting rights are now the same. As of 31 December 2020 and 31 March 2021, therefore, the total number of theoretical voting rights was 43,667,813. Restated for treasury shares, the actual number of voting rights as of 31 December 2020 and 31 March 2021 was 43,622,724 and 43,604,253 respectively.

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M.R.M. 2020 UNIVERSAL REGISTRATION DOCUMENT