MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

In the event of a forced departure before the end of his or her term of office, the Chief Executive Officer will be allocated a severance payment not exceeding six months of gross annual fixed remuneration under the following conditions: • in the event of his or her removal from office as Chief Executive Officer 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 Officer or following a notoriously negative performance of the Company (one-off performance) (a “Forced Departure”), the Chief Executive Officer will benefit from a severance payment limited to an amount of €87,500, equivalent to a maximum of six months of gross annual fixed remuneration (the “Compensation”) subject to compliance with performance conditions. The payment of this Compensation will be subject to prior verification of the performance condition defined below. The performance condition (the “Performance Condition”) will be met in respect of a given financial year if at least two of the following three criteria are met consecutively over the two financial years preceding the date of departure of the Chief Executive Officer: – 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 Officer as soon as possible. For all practical purposes, it is specified that in the event of a Forced Departure before the expiry of a period of two years from the date of taking office as Chief Executive Officer, the Performance Condition will be considered as fulfilled if one of the above criteria is met over the time in office of the Chief Executive Officer. Except in the event of a Forced Departure and in particular, but without limitation, if the Chief Executive Officer resigns, no Compensation of any kind will be payable to the Chief Executive Officer. These criteria for the severance package contribute to the objectives of the remuneration policy as they aim in particular to promote the Group’s profitability and its attractiveness to investors and to accelerate its CSR strategy, a factor of long-term growth. In accordance with the recommendations of the AFEP MEDEF Code, the Chief Executive Officer does not have an employment contract. Should the Board of directors decide to appoint one or more Deputy CEOs, the remuneration policy applicable to the Chief Executive Officer would also be applicable to the Deputy CEOs.

Should the Board of directors decide to combine the positions of Chairman and Chief Executive Officer, the remuneration policy applicable to the Chief Executive Officer would be also be applicable to the Chairman and Chief Executive Officer. Payment of the components of variable remuneration and where applicable exceptional remuneration allocated for the past financial year is subject to approval by the Ordinary General Meeting of the components of remuneration and benefits in kind paid to the Chief Executive Officer during the previous financial year or allocated for that financial year (ex-post individual vote). Consequently, payment of these items will be made, subject to this condition, after the General Meeting to be held in 2023, called to approve the financial statements for 2022. 2.1.2 Remuneration policy for the Chairman of the Board of directors The remuneration policy for the Chairman of the Board of directors, as set by the Board of directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2022 General Meeting (ex-ante vote). The Board of directors decided that if the Chairman of the Board is an employee of SCOR group, he will not receive remuneration in respect of his office as Chairman of the Board of M.R.M. Therefore, François de Varenne, Chairman of the Board of directors of M.R.M. and an employee of the SCOR group, receives no remuneration or benefits from the Company and its subsidiaries. Similarly, he does not receive any remuneration or benefit likely to be due or allocated in respect of his office as Chairman of the Board of directors of M.R.M. However, should the Board of directors decide to appoint a new Chairman of the Board who is not an employee of the SCOR group, the remuneration policy would be as follows. The components of the total remuneration and benefits in kind due, in respect of his office, and their respective weightings, are as follows: Annual fixed remuneration The Chairman of the Board of directors would receive annual fixed remuneration payable in twelve monthly instalments whose amount would be determined according to the extent of his or her duties and responsibilities, taking into account market practices.

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT