MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

1.22.1 Agreements approved in previous years which were effective in the financial year ended 31 December 2022 None. 1.22.2 Agreements authorised and entered into during the financial year ended 31 December 2022 Agreement already approved by the General meeting of g 14 December 2022, upon second notice Subject: Memorandum of understanding entered into by the Company on 28 July 2022 with (i) SCOR SE, (ii) Retail Flins (iii) Retail Ollioules, (iv) Altarea, (v) Foncière Altarea, (vi) Alta Ollioules 1 and (vii) Alta Ollioules 2 (the “MOU”).

as well as sending the results of this procedure and any comments. The Finance Department shall call on the Board of directors if, during the annual review, an agreement previously classified as standard which has been entered into under normal conditions no longer meets the above-mentioned criteria. In accordance with the provisions of Article L.225-42 of the French Commercial Code, the Board would then reclassify the agreement as a regulated agreement, approve it and submit it for the approval of the next General Meeting, based on a special statutory auditors’ report.

As announced by the Company in a press release issued on 28 July 2022, the MOU aims to enable the Company to pursue its strategy of (a) diversification of its shareholder structure and (b) development of its assets through acquisition, disposals and contributions in kind, of real estate assets for commercial use from Altarea and Foncière Altarea.

Name or corporate name of the persons directly or indirectly concerned, and nature of their relationship with the Company

SCOR SE, controlling shareholder of the Company

Date of agreement

28 July 2022

Financial terms of the agreement

See the paragraph “Financing structure keeping M.R.M.’s net debt at a controlled level” in the Company’s press release issued on 28 July 2022. Under the terms of the MOU, the parties have undertaken to support and carry out all steps and actions reasonably necessary for the acquisition by the Company, by way of disposals and contributions in kind, of real estate assets for commercial use from Altarea and Foncière Altarea for a total amount of €90.4 million. The MOU meets the Company’s objectives to pursue its strategy of (a) diversifying its shareholder structure and (b) developing its assets. The MOU provides for share-capital increases of the Company for a total amount of €50 million with subscription commitments of €25 million by SCOR SE and €25 million by Altarea (the balance of the purchase price being financed by a new bank loan). The acquisition price of the real-estate assets for commercial use from Altarea and Foncière Altarea provided for in the MOU, namely €90.4 million, is sixteen times higher than the Company’s annual profit (i.e. the consolidated net profit for the financial year ended 31 December 2021 of €5.6 million).

Purpose and interest of the agreement

Indication of the ratio between the price of the agreement for the Company and its last annual profit

This agreement expired on 7 December 2022, the date on which the Company announced in a press release the completion of the Acquisition Transaction.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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