MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

2.2.1 Remuneration of the Chief Executive Officer

The following table presents a summary of the total remuneration including the gross remuneration awarded in respect of and paid during the last two financial years to François Matray:

2021

2020 (1)

Amounts awarded €175,000

Amounts paid €175,000

Amounts awarded €43,750 €13,125

Amounts paid

Table 2

Fixed remuneration

€43,750

Annual variable remuneration Multiyear variable remuneration

€70,000

€13,125

- - - -

- - -

- - -

- - -

Exceptional remuneration

Remuneration for the offce of director

Benefts in kind (2)

€5,382

€5,382

€1,319

€1,319

TOTAL

€250,382

€193,507

€58,194

€45,069

(1) Chief Executive Officer since 1 October 2020. (2) Health insurance and personal risk insurance.

For the 2020 and 2021 financial years, the gross annual fixed remuneration of François Matray was set at €175,000, payable in twelve monthly instalments. Given the start of his term as Chief Executive Officer on 1 October 2020, he received prorated fixed remuneration of €43,750 in 2020. For the 2021 fnancial year, the annual variable remuneration of François Matray could reach a maximum of 40% of his gross annual fxed remuneration (i.e. €70,000), the payment of which was subject to the achievement of the following performance criteria: (i) Letting of available space and increase in rental income from assets to the target of €10 million in annualised net rents, (ii) Completion of all works related to the extension of the Valentin shopping centre, including the external works (parking, planting) by June 2021 carried out by the condominium, and the promotional launch of the expanded shopping centre, (iii) Preparation of the refnancing of the bank debt maturing in June 2022, (iv) Finalisation of a three-year strategic plan within the framework of the strategic orientations set by the Board of directors, (v) Achievement of an acquisition or disposal objective, and (vi) Deployment

of the Climate Plan adopted by the Board of directors, with particular attention paid to reducing energy consumption. The Board of directors, which met on 24 February 2022, decided to award to François Matray a rate of achievement of 100% of each of his performance criteria, as specified in Section 2.3 below. This achievement rate is applied to the amount of the fixed remuneration in 2021 of François Matray, thus representing a gross annual variable remuneration of €70,000 for the 2021 financial year, equivalent to 40% of his fixed remuneration, the payment of which is subject to approval by the Ordinary General Meeting of the items of remuneration paid during the financial year or awarded to the Chief Executive Officer in respect of said financial year (individual ex-post vote). Consequently, payment of this item will be made, subject to this condition, following the 2022 General Meeting called to approve the financial statements for 2021. See Section 2.3 below.

Free shares granted to the Chief Executive Offcer

Valuation of shares according to the method used for the consolidated fnancial statements

Number of shares granted during the fnancial year

Date of acquisition

Availability date

Performance conditions

Plan number and date

Table 6

Yes (see details below)

François Matray 2021-01 Plan

46,594 (1)

€41,468 01/04/2024 01/04/2024 (2)

(1) Before reverse stock split. (2) By decision of the Board of directors, the Chief Executive Officer must retain 10% of the free shares allocated in registered form until the termination of his duties as executive corporate officer.

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