MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

On 1 April 2021, the Board of directors endorsed compliance with the independence criteria for Brigitte Gauthier-Darcet and Valérie Ohannessian. There are no business ties between the Company or its Group and any independent directors. In addition, at its meeting of 8 December 2021, the Board of directors adopted a written procedure for selecting future independent directors. This procedure, appended to the internal regulations of the Board of directors and available on the Company’s website (www.mrminvest.com), provides that the Chairman of the Board of directors is responsible

for identifying persons likely to be appointed as independent directors, regardless of their role on the Board of directors, and establishing and endeavouring to maintain a list of said persons, which will be periodically reviewed. In determining potential candidates, the Chairman assesses their knowledge, skills, professional experience, expertise, nationality, good repute, age and independence with regard to the Company and its activity and the current composition of the Board of directors. As this procedure was adopted on 8 December 2021, it has not yet been implemented.

1.3.5 Directors’ experience and expertise

François de Varenne Chairman of the Board

François de Varenne is a graduate of the French Polytechnic, an engineer from Ponts et Chaussées, a doctorate in economics and an actuary from the “Institut de Science Financière et d’Assurances”. He joined the SCOR group in 2005 as director of Corporate Finance and asset management, before becoming Group Chief Operating Officer. At the end of 2008, François de Varenne was appointed Chairman of the Management Board of SCOR Investment Partners SE. He has been a member of the SCOR group Executive Committee since 2007. Since 2 September 2021, he has been responsible for an extended scope encompassing, in addition to Investments, the Technologies, Budget, Group Project Offce and Group Corporate Finance of SCOR. In his new role, he is leading the transformation of the SCOR group. François Matray is a graduate of EDHEC Business School (Finance specialty) and ESSEC Business School (Master in Real Estate management). He is a specialist in real estate investment. He has previously been Deputy Chief Executive Officer of SOCRI REIM since 2018. François joined the family-owned group specialising in retail property and city centre development in 2014 as asset management director and then Chief Financial Officer. He began his career in 2004 at Axa IM Real Assets, where he initially held various positions within the Finance Department. In 2007, he took up responsibility for managing real estate investment funds across pan-European activities before being appointed Fund manager in 2011, in charge of an investment fund specialising in shopping centres in France and a listed company in Spain. In 2013, he became asset manager in charge of a portfolio of shopping centres and office properties. Jacques Blanchard is a graduate of HEC and has a degree in Business Law. After joining M.R.M. and joining its Board of directors during the transformation of the Company into a REIT in 2007, he held the position of Chief Executive Officer from April 2009 to September 2020. He has over 25 years of experience in retail property. He was Managing Director of CBRE Global Investors from 2003 to 2013, in charge of retail property investment strategies in France. Before joining CBRE Global Investors, he was Chief Executive Officer of the shopping centres division of the French subsidiary of the British property company Hammerson. Previously, as Property Director of Marks & Spencer for Continental Europe , he acquired more than 50,000 Sqm of retail premises for 14 stores in France and other European countries. He also completed major restructuring and extension operations involving shops on Boulevard Haussmann in Paris and rue Neuve in Brussels. Jacques Blanchard is a member of the Chapter Zero France association, which is part of the Climate Governance Initiative initiated by the World Economic Forum. Gilles Castiel holds a Masters in Economics, majoring in banking, finance and insurance, from Université Paris IX-Dauphine, as well as a postgraduate diploma from the French Association of Financial Analysts (SFAF). He is also a CFA charterholder. In February 2013 he joined SCOR Investment Partners as Head of Real Estate Debt, and is now Head of Real Estate. He began his career in 1991 as a risk analyst at Caisse des Dépôts et Consignations (CDC). From 1995 to 2004 he held various management positions at CDC and at IXIS in structured finance, corporate finance and M&A, structured lending, and lastly senior real estate financing in the Finance Department. In 2005 he joined Eurohypo Paris as Head of Loan Origination, France. In the past ten years he has put together mortgages worth close to €12 billion in total.

François Matray Chief Executive (non-director)

Jacques Blanchard Director

Gilles Castiel Director

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