MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

1.19 Management of conflicts of interest To the Company’s knowledge, and on the day of this report, no member of an administrative, management or supervisory body, in the past five years: • was found guilty of fraud; • was involved in any insolvency, sequestration proceedings or liquidation or court-ordered administration of a business in the course of their duties as a member of an administrative, management or supervisory body; • was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities (including designated professional bodies); • was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any issuer; • is linked to the issuer or any of its subsidiaries by a service agreement granting any specific benefits as set out by said agreement. The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential conflicts of interest to which they are or may be exposed. There are potential conflicts of interest with respect to SCOR SE, in its dual capacity as majority shareholder and director of the Company, and for directors from the SCOR group. There are also potential conflicts of interest with regard to Altarea, given its activities in the commercial real estate market, a market in which the Company also operates. You will recall that the directors have a duty of loyalty to the Company and are required to act in its interest. Conflicts of interests between companies and majority shareholders are governed by current legislation and case law, and the Company has also drawn up specific rules to prevent conflicts of interest in the internal regulations of the Board of directors. The rules to prevent and manage conflicts of interest set out in the internal regulations are as follows: “Each director has a duty of loyalty towards the Company. They can under no circumstances act for their own interest against that of the Company.

Each director undertakes not to seek or accept from the Company or the Group or any third party, directly or indirectly, positions, benefits or situations likely to be considered as being of a nature to compromise their independence of analysis, judgement or action in the performance of their duties on the Board of directors (a “Conflict of Interest”). They must also reject any direct or indirect pressure that may be exerted on them by other directors, particular groups of shareholders, creditors, suppliers and any third party in general. In this regard, they undertake to submit to the Board of directors and the Audit Committee, in accordance with the procedure described in Appendix 1, any draft agreement, prior to its signature, falling under Article L.225-38 of the French Commercial Code. They ensure that their participation in the activities of the Board is not a source for them or the Company of a Conflict of Interest on a personal level or in terms of the professional interests they represent. When in doubt regarding Conflicts of Interest, a director may consult the Chairman of the Board who will give them guidance on this point. In the event of a known Conflict of Interest at the time a specific matter is submitted to the Board of directors, the director concerned must fully inform the Board before its meeting on this point and must abstain from participating in discussions and Board decisions on said point (they are in this instance excluded from the quorum and voting calculations). Each director also undertakes, in the event of a known general Conflict of Interest, to: • notify the Chairman of the Board of it as soon as possible; and • if this situation has not ended within one (1) month following the notification, immediately resign from their office as director.” To the Company’s knowledge, and on the date of this report, no potential conflict of interests had been identified (other than the aspects referred to above regarding SCOR SE and directors from the SCOR group) between the duties of any member of an administrative, management or supervisory body with regard to the issuer and their private interests and/ or other duties.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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