MRM // 2021 Universal Registration Document

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General information on the issuer and its share capital Management report for the nancial year ended 31 December 2021

Employee profit-sharing plan

3.4

In the course of 2021, the Company allocated free shares to employees and the Chief Executive Offcer, subject to presence and performance conditions and involving 76,770 old shares with a par value of €1, i.e. 3,836 new shares in the Company with a par value of €20, it being specifed that the Board of directors will issue new shares at the end of the vesting period.

The history of free share allocations decided by the Board of directors is presented in Section 3.3 of the management report included in Section 3.6 of this Universal Registration Document. The adjustment of these allocations in view of the reverse stock split on 20 April 2022, is presented in Section 3.2.5 of this Universal Registration Document.

Dividend distribution policy

3.5

The dividend payments for the past three financial years are presented in Section 2.5 “Dividends paid out in previous years” of the management report included in Section 3.6 of this Universal Registration Document. The dividend limitation period is five years. Dividends for which payment has not been requested are paid back to the French Treasury department.

The dividend payout policy complies with SIIC rules. In particular, 95% of earnings from building rentals are paid out before the end of the financial year following the one during which such earnings are realised, and 70% of capital gains from the sale of buildings, shares in tax-transparent property companies or shares of subsidiaries liable for corporate income tax having opted for SIIC status are paid out in dividends before the end of the second financial year following the one in which they are realised; and dividends received from subsidiaries having opted for SIIC status are redistributed in full during the financial year following their collection.

Management report for the financial year ended 31 December 2021

3.6

Ladies, Gentlemen, This Combined General Meeting was called in accordance with the Articles of Association and the French Commercial Code to report on the business activities of M.R.M. SA (the “Company”) during the financial year ended 31 December 2021, the resultant earnings and the Company’s outlook, and to seek approval for the annual and consolidated financial

statements for said financial year. Those financial statements are attached. You were duly notified and called to the meeting, as prescribed by law, and all mandatory documents under rules and regulations in force were put at your disposal within the legal time frame.

1.

Position and activity of the Company

1.1 Company position and activities in the past financial year

Since 29 May 2013, M.R.M.’s main shareholder has been SCOR SE which owns 59.9% of the share capital. Since then, M.R.M.’s strategy has been to refocus its business on holding and managing retail properties with plans to gradually dispose of its office properties. This refocusing process was completed in 2019. During the frst half of 2021, M.R.M. fnalised the investment plan initiated in 2016 and dedicated to its existing retail portfolio, while continuing to work on the marketing of its available space.

1.1.1 General presentation of the Company M.R.M. is a listed real estate investment company that owns a portfolio consisting of retail properties across several regions of France. As such, M.R.M. and its subsidiaries implement an active value-enhancement and asset management strategy combining yield and capital appreciation.

M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT

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