MRM // 2021 Universal Registration Document

3

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

3.

Information about the share capital as of 31 December 2021

3.1 Share capital The share capital underwent no changes in 2021 and amounted to €43,667,813 as of 31 December 2021. It is made up of 43,667,813 fully paid-up shares of identical class with a par value of €1 each. It is specifed that on 24 February 2022, following the cancellation of 13 treasury shares, the share capital now amounts to €43,667,800 composed of 43,667,800 shares with a par value of €1. On the effective date of the reverse stock split scheduled for 20 April 2022 (see Section 1.4.1 of this report), the share capital will consist of 2,183,390 new shares with a par value of €20. Delegations for capital increases, granted to the Board of directors by the General shareholders’ Meeting, are detailed in the report on corporate governance in Appendix 5 of this report. As of 31 December 2021 and at the date of this report, to the Company’s best knowledge, no other M.R.M. shareholder individually held more than 5% of the Company’s share capital or voting rights at General Meetings. For information, François Matray, Chief Executive Officer of the Company holds, at the date of this report, 5,000 shares. Consequently, he holds 0.01% of the share capital and voting rights, directly and indirectly. Cross-shareholdings At the reporting date of the past financial year, companies controlled by the Company held no stake in the Company. Treasury shares – Share buyback plan At the start of the 2021 financial year, the Company held 45,089 treasury shares. It is recalled that since 7 January 2014, M.R.M. has entrusted Invest Securities with the implementation of a liquidity contract, aiming to promote the liquidity of transactions and the regularity of the quotations of securities, it being specified that this contract was updated on 28 February 2020 to adapt it to changes in regulations relating to liquidity contracts. The annual fixed remuneration of Invest Securities in this respect amounts to €10 thousand excl. VAT. Over 50% Shareholders SCOR SE

3.2 Information on shareholding In accordance with Article L.233-13 of the French Commercial Code, this report lists the persons or entities holding more than 5%, 10%, 15%, 20%, 25%, one third, 50%, two thirds, 90% or 95% of the Company’s share capital or voting rights at General Meetings as of 31 December 2021. As a reminder, the Combined General Meeting of 29 May 2019 decided upon the approval that same day of a Special Meeting of holders of shares with double voting rights to cancel the double voting rights until then granted to all fully paid-up shares which had been registered for at least two years, in the name of the same shareholder, under the terms and conditions provided for by law. As a result, the total number of theoretical voting rights of the Company as of 31 December 2021 and the date of this report was 43,667,813 and 43,667,800 respectively. In addition, a share buyback programme was implemented in the 2021 financial year in order to: 1. stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the amount sold; 2. retain the shares purchased and subsequently use them in exchange or as payment in the event of any merger, spin-off, contribution or external growth transactions; 3. cover stock option plans and/or free share plans (or equivalent plans) for the beneft of the Group’s employees and/or corporate offcers, including the “Economic Interest Groups” and related companies, as well as all share allocations under a company or group savings plan (or similar plan), in respect of the proft-sharing scheme of the Company and/or all other forms of share allocation to Group employees and/or corporate offcers, including Economic Interest Groups and related companies; 31/12/2021 31/12/2020 59.9% of the share capital and voting rights 59.9% of the share capital and voting rights

As of this report

59.9% of the share capital and voting rights

M.R.M. 2021 UNIVERSAL REGISTRATION DOCUMENT

61

Made with FlippingBook. PDF to flipbook with ease