MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

2.2.1 Remuneration of the Chief Executive Officer

The following table presents a summary of the total remuneration including the gross remuneration awarded in respect of and paid during the last two financial years to François Matray:

2022

2021

Amounts awarded €175,000 €70,000 €43,750

Amounts paid €175,000

Amounts awarded €175,000

Amounts paid €175,000

Table 2

Fixed remuneration

€70,000

€70,000

€13,125

Annual variable remuneration

Pluriannual variable remuneration

Exceptional remuneration

- -

- -

- -

- -

Remuneration for the office of director

Benefits in kind (1)

€5,454

€5,454

€5,382

€5,382

TOTAL

€294,204

€250,454

€250,382

€193,507

(1) Health insurance and personal risk insurance.

For the 2021 and 2022 financial years, the gross annual fixed remuneration of François Matray was set at €175,000, payable in twelve monthly instalments. For the 2022 financial year, the annual variable remuneration of François Matray could reach a maximum of 40% of his gross annual fixed remuneration (i.e. €70,000), the payment of which was subject to the achievement of the following performance criteria: (i) letting of available space and increase in rental income from assets towards the target of €10 million in net annualised rental income, (ii) target of a net operating cash flow of at least €3.9 million, (iii) control of CAPEX within the framework of the approved budgets, (iv) achievement of an acquisition or disposal objective and (vi) deployment of the Climate Plan adopted by the Board of directors, with particular attention paid to reducing energy consumption. The Board of directors, which met on 7 March 2023, decided to award to François Matray a rate of achievement of 100% of each of his performance criteria, as specified in Section 2.3 below. This achievement rate is applied to the amount of the fixed remuneration in 2022 of François Matray, thus representing a gross annual variable remuneration of €70,000 for the 2022 financial year, equivalent to 40% of his fixed remuneration, the payment of which is subject to approval

by the Ordinary General Meeting of the items of remuneration paid during the financial year or awarded to the Chief Executive Officer in respect of said financial year (individual ex-post vote). For the 2022 financial year, in accordance with the remuneration policy approved by the meeting, the Board of directors could decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances, in particular when this is justified by an event such as the completion of a major transaction for the Company, the amount of exceptional remuneration not exceeding a maximum of 25% of the annual fixed remuneration. Given the successful completion, at the end of 2022, of the Acquisition, which is particularly structuring for the Company, the Board of directors, at its meeting of 7 March 2023, also decided to grant to François Matray exceptional remuneration of €43,750, corresponding to 25% of his annual fixed remuneration. Consequently, payment of this item will be made, subject to this condition, following the 2023 General meeting called to approve the financial statements for 2022. See Section 2.3 below.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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