MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

Agreements to be submitted for approval to the next General Meeting

between the Company, SCOR SE, Retail Flins, Retail Ollioules, Altarea, Foncière Altarea, Alta Ollioules 1 and Alta Ollioules 2, as modified by an amendment dated 4 November 2022, the Company has undertaken to acquire, directly or indirectly, by way of disposals and contributions in kind, the commercial real estate assets held by Altarea and Foncière Altarea (the “Project”), the Project being financed in part by a Current Account Advance from SCOR SE in the amount of twenty-five million euros (€25,000,000).

Purpose: agreement entered into by the Company on 4 November 2022 with SCOR SE after authorisation by its Board of directors on 28 July 2022 (the “Current Account Advance”). As announced by the Company in a press release issued on 28 July 2022, as part of the MOU signed on 28 July 2022

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

4 November 2022

Financial terms of the agreement

SCOR SE makes a total of twenty-five million euros (€25,000,000) available to the Company in a single instalment. The Current Account Advance will bear interest for the duration of the Current Account Advance at an annual rate equal to the rate referred to in Article 39-1-3° of the French General Tax Code. The overall effective rate will be equal to the interest rate referred to above, it being specified that the Current Account Advance does not provide for any other remuneration than said interest. The Current Account Advance is granted for a period of six months and will be tacitly renewed for successive six-month periods. The Current Account Advance will be exclusively intended to enable the Company to finance the Project. The price of the Cash Advance is more than four 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

1.22.3 Agreements approved after 31 December 2022 None.

This agreement expired on 7 December 2022, the date on which: • SCOR SE’s subscription to the share-capital increase with preferential subscription rights for shareholders was paid up by offsetting a portion of the Current Account Advance for €24,832,134; • the Company repaid the balance of the Current Account Advance for €167,866.

Pursuant to applicable laws and regulations, we provide you with the Statutory Auditors’ special report on the agreements falling within the scope of Articles L.225-38 et seq. of the French commercial code.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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