MRM // 2022 Universal Registration Document

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Information on M.R.M.’s activities

Company history

Company history

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M.R.M. was initially a holding company at the head of a group organised around three business lines: manufacturing and sales of velvet products (JB Martin Holding), clothing design and retailing in Mexico (Edoardos Martin), and the production and sale of plastic tubes and cables (M.R. Industries). In the early 2000s, M.R.M. began to actively refocus on its two primary business lines and gradually sell off all companies in the M.R. Industries business line, which was sold, together with its only subsidiary, Tecalemit Fluid System, on 29 June 2007, to JB Martin Holding for €1. 29 June 2007 : Dynamique Bureaux, a property investment company managed by CB Richard Ellis Investors, took control of M.R.M., then listed on the Euronext Paris Eurolist, by acquiring 70.03% of its share capital. Before the acquisition, M.R.M. had sold all of its operational businesses grouped under the subsidiary JB Martin Holding. 31 July 2007 : Dynamique Bureaux launched a simplified takeover bid for the remainder of M.R.M.’s shares. 30 August 2007 : After the simplified takeover bid, Dynamique Bureaux held 96.93% of M.R.M.’s share capital and voting rights. 28 September 2007 : M.R.M. began to carry out its first acquisitions of office buildings through property companies. 9 November 2007 : after the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) approved the E. 07-163 document on 8 November 2007, M.R.M. announced its plans to turn itself into a listed mixed real-estate investment company. This was undertaken via the merger of Dynamique Bureaux with M.R.M. and the contribution by Commerces Rendement of its shares (directly and indirectly with the contribution of all Investors Retail Holding’s shares, a company whose sole assets were its shares in Commerces Rendement). 12 December 2007 : the M.R.M. General meeting of shareholders approved the following items and transactions: • contribution of all Commerces Rendement shares not held by Investors Retail Holding; • contribution of all shares in Investors Retail Holding; • takeover of Dynamique Bureaux; • co-option of directors on 29 June 2007; • transfer of the Company’s head office to 65/67, avenue des Champs Élysées, Paris (8 th arrondissement ); t • modification of the Company’s Articles of Association; • authorisation to carry out capital increases.

30 January 2008 : M.R.M. opted for listed real-estate companies (SIIC) status from 1 January 2008. SIIC status, referred to in Article 208 C of the French General Tax Code, allows companies that meet the eligibility conditions to benefit, as an option, from an exemption from corporate tax, on profits from the leasing of buildings and on capital gains on the sale of buildings or securities of real-estate companies. Conditions for eligibility are twofold: • at least 80% of the Company’s business must derive from property holding and management; • no single shareholder may hold more than 60% of the share capital and voting rights of the Company, and at least 15% of the share capital and voting rights must be held by a combination of shareholders representing no more than 2% of the share capital and voting rights. A company must opt for SIIC status before the end of the fourth month from the beginning of the financial year for which it requests application of said status. It takes effect as from the first day of the applicable financial period and is irrevocable. The resulting change in tax status gives rise to the discontinuation of a company’s business (taxation of unrealised capital gains, payment of any deferred tax and any unpaid corporate tax on operating income). The corporate tax on unrealised capital gains, deferred tax, and untaxed profits, levied at 16.5% (generally referred to as the exit tax), must be paid in instalments of 25% on 15 December of the first year of the option and of each subsequent year. SIICs and their subsidiaries having opted for the special tax regime are exempt from corporate tax on the portion of their earnings from: • the rental of buildings, provided that 95% of such earnings are distributed before the end of the financial period in which they are generated; • the capital gains on the disposals of buildings, shares in partnerships as defined by Article 8 of the French General Tax Code with an identical purpose to that of a SIIC, and/ or shares in subsidiaries having opted for the special tax regime, provided that 70% of such capital gains are distributed before the closing of the second financial year following their realisation; • the dividends received from subsidiaries having opted for the special tax regime and deriving from tax-exempt income or capital gains, provided that they are entirely redistributed during the financial year following the dividend payout.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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