MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

1.6 Duties and powers of

The Board of directors may discuss any matter within its legal, regulatory and statutory powers. In particular, the Board of directors examines and approves the interim and annual financial statements (corporate and consolidated financial statements), approves the terms of the reports on the activity and results of the Company, and examines the report on corporate governance. The Chief Executive Officer shall report regularly and by any means to the Board of directors on the Company’s financial position, cash position and commitments, and on any significant events and transactions pertaining to the Company. At least once every quarter, the Chief Executive Officer shall present a report to the Board of directors on the activity and operation of the Group. Each director is entitled to provide additional information on their own initiative, with the Chief Executive Officer being available to provide the Board of directors with explanations and relevant information. Directors may also ask to receive additional training in specific aspects of the Company’s business, segments, and matters pertaining to social and environmental responsibility. Since 29 May 2013, the roles of Chairman of the Board of directors and Chief Executive Officer have been separated to reflect the Company’s shareholder structure and to draw on the experience of its executive team. The Chairman of the Board of directors performs the duties assigned to him by law. As such, he organises and directs the work of the Board of directors and reports thereon to the General meeting. The Chairman ensures the proper operation of the Company’s decision-making bodies, and in particular, ensures that the directors are able to fulfil their duties. On 5 April 2018, the Board of directors tasked its Chairman with the handling of investor relations. This role entails explaining to shareholders the positions taken by the Board of directors in its areas of expertise and making sure shareholders are kept apprised. Until 16 November 2022, the Chairman of the Board of directors also served as Chairman of the Company’s Strategic Committee. Since the replacement of the Strategic Committee by an Investment Committee on 16 November 2022, he has served as Chairman of the Company’s Investment Committee. As such, he organises and oversees the work of this committee and reports thereon to the Board of directors. 1.5 Duties of the Chairman of the Board of directors

the Chief Executive Officer The Chief Executive Officer has the widest powers to act in all circumstances on behalf of the Company subject to the limitations set forth hereunder. He exercises those powers within the limits of the corporate purpose, subject to the powers that are expressly attributed by law to General meetings and those that are especially reserved for the Board of directors. The Chief Executive Officer represents the Company in its relations with third parties. In accordance with the internal regulations of the Board of directors, the Chief Executive Officer may not undertake the following without prior authorisation from the Board: (i) approve and make any significant changes to the Company’s or Group’s annual budget or multi-year business plan; (ii) acquire or dispose of any Group assets whatsoever (including Company shares and fund units), or carry out any capital expenditure above €1,000,000; (iii) carry out any operating expenditure for the Group above €100,000 a year; (iv) sign on behalf of the Group any lease agreement relating to a total surface area of more than 1,000 m 2 and for which the economic terms fall short of those stipulated in the multi-year business plan; (v) incur any new debt or change the terms of any existing debt (including any early repayment, renegotiation or refinancing of bank loans); (vi) make any corporate decision requiring advance approval by the Group’s banks pursuant to existing financing arrangements or which are likely to impact the Company’s and its subsidiaries’ compliance with their respective declarations and obligations pursuant to said financing arrangements; (vii) hire any employee under a permanent or fixed-term employment contract; (viii) issue any guarantee, bond or security or grant any collateral and make any off-balance sheet commitment on the part of a Group entity for an amount above €100,000; (ix) sign any transaction agreement relating to a dispute in which the Company and/or its subsidiaries must pay or are likely to have to pay an amount above €100,000; (x) carry out any intra-group restructuring such as a merger, spin-off, partial asset contribution, dissolution or creation of an entity;

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