MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

For the 2021 fnancial year, François Matray could receive long-term remuneration in cash or in the allocation of free shares or stock options, the amount of which and the payment or allocation of which would be subject to the level of achievement of quantitative performance criteria and/or qualitatively assessed over a minimum period of three years. At its meeting of 1 April 2021, the Board of directors decided to allocate 46,594 free shares, valued at €41,468, to François Matray. The defnitive allocation of all these shares is subject to compliance with performance conditions as specifed below. Subject to the presence condition being met, the defnitive allocation of free shares and the number of defnitively allocated shares will be determined according to the level of achievement of the following performance criteria: • 50% of the free shares awarded: objective for annualised net rents as of 31 December 2023 between €9.5 million (0% of the objective) and €11.0 million (100% of the objective), with a linear scale between the upper and lower limits (excluding disposals not reinvested before 31 December 2023, on a like-for-like basis); • 50% of the free shares awarded: objective for average distribution paid to shareholders for the 2021, 2022 and 2023 fnancial years between 0% (0% of the objective) and 5.0% (100% of the objective), with a linear scale between the upper and lower limits, of NAV as of 31 December for each fnancial year.

The level of achievement of the performance conditions will be approved by the Board of directors prior to the defnitive allocation of said shares. See Section 2.3 below. In accordance with the provisions of Article L.225-197-1 of the French Commercial Code, the Board of directors has decided that the Chief Executive Offcer must retain in registered form 10% of the free shares allocated to him under this allocation until the end of his duties as executive corporate offcer. In addition, in accordance with the recommendations of the AFEP-MEDEF Code, the Chief Executive Offcer has undertaken to refrain from hedging the risk relating to the free shares allocated. This commitment will remain applicable until the end of his term of offce. Fairness ratios In accordance with Article L.22-10-9 I of the French Commercial Code and AFEP guidelines on remuneration multiples, the table below shows the fairness ratios for the last five years between the total gross remuneration (1) paid to the Chief Executive Officer (the ratio was not presented for the Chairman of the Board of directors, as he receives no remuneration in respect of his term of office) and the mean/ median gross remuneration (2) paid to employees for the financial year in question:

2021

2020

2019

2018

2017

Mean remuneration of employees, excluding corporate officers

€94,821

€95,255

€95,348

€90,619

€87,585

Change N/N-1

-0.5%

-0.1%

+5.2%

+3.5%

+9.7%

Median remuneration of employees, excluding corporate officers

€99,441

€96,780

€99,740

€92,336

€88,919

Change N/N-1

+2.7%

-3.0%

+8.0%

+3.8%

+14.7%

Total remuneration of the Chief Executive Officer

€238,507

€282,508

€289,828

€265,712

€388,688

Change N/N-1

-15.6%

-2.5%

+9.1%

-31.6%

+38.1%

Ratio to average remuneration of employees

252%

297% -2.4%

304%

293%

444%

Change N/N-1

-15.2%

+3.7%

-33.9%

+25.9%

Ratio to median remuneration of employees

240%

292%

291%

288%

437%

Change N/N-1

-17.8%

+0.5%

+1.0%

-34.2%

+20.4%

(1) As the allocation of free shares to the Chief Executive Officer decided in 2021 has not yet been definitively granted, it has not been included in the Chief Executive Officer’s total remuneration. (2) As the free shares granted to employees decided in 2019, 2020 and 2021 have not yet been definitively granted, they have not been included in the total remuneration of employees.

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M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT