MRM // 2021 Universal Registration Document

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Corporate governance

Report on corporate governance

The table below shows all the items of remuneration and benefits of any kind paid during the year or granted in respect of the 2021 financial year to François Matray, Chief Executive Officer, in accordance with the remuneration policy for the Chief Executive Officer as approved by the General Meeting of 24 June 2021 in its tenth resolution, and submitted to the approval of the forthcoming 2022 General Meeting:

Components of remuneration paid during the fnancial year ended or allocated for the fnancial year ended

Amount or accounting valuation put to the vote Presentation

Fixed remuneration

Gross annual fixed remuneration of €175,000.

€175,000 (gross amount paid monthly in equal shares in 2021) €13,125 (amount paid in 2021 in respect of 2020, after approval by the General Meeting held in 2021) €70,000 (amount payable in respect of 2021, following approval by the forthcoming 2022 General meeting, subject to a vote in favour)

Annual variable remuneration

For the variable remuneration paid in 2021 in respect of 2020, see Section 2.2.1 of the report on corporate governance included in Chapter 4 of the 2020 Universal Registration Document. The performance criteria governing the granting of the annual variable remuneration for 2021 are as follows: (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 exterior works (parking, planting) by June 2021 carried out by the co ownership, and 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. At its meeting of 24 February 2022, the Board of directors decided to grant the Chief Executive Offcer an achievement rate of 100% for each of the criteria from (i) to (vi). At the Board of directors meeting held on 1 April 2021, it decided to grant the Chief Executive Offcer 46,594 free shares valued at €41,468. Provided that the condition of presence is met, the defnitive allocation of free shares and the number of shares defnitively allocated on 1 April 2024 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 Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. The Board of directors awarded no such remuneration in respect of 2021.

Long-term remuneration in cash, allocation of free shares and/or stock options

€41,468 (accounting valuation of shares to be defnitively granted in 2024, subject to compliance with the conditions described below)

Exceptional remuneration

-

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