MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

1.3.2 Changes in the composition of the Board of directors, its committees and general management in 2022

said General Meeting. Consequently, his term of office as a member of the CSR Committee also ended. By adopting the fifth resolution of the General meeting of 16 November 2022, the shareholders approved the appointment of Altarea as a director of the Company for a period of four years, expiring at the end of the General Meeting to be held in 2027 and called to approve the financial statements for the previous financial year. At the end of the General Meeting of 16 November 2022, the directors of the Company adopted new internal regulations of the Board of directors in order to create an Investment Committee within the Board of directors to replace the Strategic Committee. The Investment Committee is an advisory body of the Board of directors whose purpose is to assist it in the context of the Company’s investment policy. Its mission is to study and issue opinions and recommendations to inform the Board of directors on all investment or divestment decisions of an amount greater than €1 million. In this context, the directors of the Company decided to reform each of the three existing specialist committees within the Board of directors, namely the Audit Committee, the Investment Committee and the CSR Committee.

No change occurred in terms of general management during 2022. However, during 2022, the composition of the Board of directors and its committees changed as follows: At the General Meeting of 9 June 2022, the shareholders approved the reappointment of Gilles Castiel as a director of the Company for a period of four years, expiring at the end of the General Meeting to be held in 2026 and called to approve the financial statements for the previous financial year. On 28 July 2022, Gilles Castiel resigned from his office as a director of the Company and therefore from his offices as member of the Strategic Committee and the Audit Committee. On the same day, Karine Trébaticky was co-opted to replace him on the Board of directors and the two committees for the remainder of the latter’s term of office, i.e. until the end of the General Meeting to be held in 2026 and called to approve the financial statements for the previous financial year. This co-option was ratified by the General Meeting of 16 November 2022. The General Meeting of 16 November 2022 took note, in its fifth resolution, of the resignation of Jacques Blanchard subject to the adoption of the first and second resolutions of

The following table summarises the changes to the Board of directors and its committees during 2022:

Reappointments

Departures

Appointment

Board of directors

Gilles Castiel (General Meeting of 09/06/2022)

Gilles Castiel (Board meeting of 28/07/2022) Jacques Blanchard (General Meeting of 16/11/2022)

Karine Trébaticky (Board meeting of 28/07/2022) Altarea represented by Rodrigo Clare (General Meeting of 16/11/2022)

Strategic Committee (replaced by the Investment Committee from 16/11/2022)

Gilles Castiel (Board meeting of 09/06/2022) Gilles Castiel (Board meeting of 09/06/2022)

Gilles Castiel (Board meeting of 28/07/2022) Gilles Castiel (Board meeting of 28/07/2022)

Karine Trébaticky (Board meeting of 28/07/2022)

Audit Committee

Karine Trébaticky (Board meeting of 28/07/2022) Altarea represented by Rodrigo Clare (Board meeting of 16/11/2022) Karine Trébaticky (Board meeting of 16/11/2022) Altarea represented by Rodrigo Clare (Board meeting of 16/11/2022) François de Varenne (Board meeting of 16/11/2022) Karine Trébaticky (Board meeting of 16/11/2022) Altarea represented by Rodrigo Clare (Board meeting of 16/11/2022)

CSR Committee

- Jacques Blanchard (General Meeting of 16/11/2022)

Investment Committee (set up on 16/11/2022 to replace the Strategic Committee)

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