MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

Free shares granted to the Chief Executive Officer

Valuation of shares according to the method

Number of shares granted during the financial year

used for the consolidated financial statements

Plan number and date

Date of acquisition

Availability date

Performance conditions

Table 6

Yes (see details below) Yes (see details below)

2,329 (1)

€41,468 01/04/2024 01/04/2024 (2)

2021-01 Plan

2022-01 Plan

2,067

€52,500 07/04/2025 07/04/2025 (2)

(1) After consolidation. (2) By decision of the Board of directors, the Chief Executive Officer must retain 10% of the free shares allocated in registered form until the termination of his duties as executive corporate officer.

For the 2022 financial year, François Matray could receive long term remuneration in cash or in the allocation of free shares or stock options, the amount of which and the payment or allocation of which would be subject to the level of achievement of quantitative and/or qualitative performance criteria assessed over a minimum period of three years. At its meeting of 7 April 2022, the Board of directors decided to allocate 2,067 free shares, valued at €52,500, to François Matray. The definitive allocation of all these shares is subject to compliance with performance conditions as specified below. Subject to the presence condition being met, the definitive allocation of free shares and the number of definitively allocated shares will be determined according to the level of achievement of the following performance criteria: • 50% of the free shares awarded: objective for annualised net rents as of 31 December 2024 between €9.5 million (0% of the objective) and €11.0 million (100% of the objective), excluding disposals not reinvested before 31 December 2024, on a like-for-like basis; • up to 50% of the free shares granted: target average distribution paid to shareholders for the 2022, 2023 and 2024 financial years between 0% (0% of the target) and 5.0% (100% of the target) of NAV.

The level of achievement of the performance conditions will be approved by the Board of directors prior to the definitive allocation of said shares. See Section 2.3 below. In accordance with the provisions of Article L.225-197-1 of the French Commercial Code, the Board of directors has decided that the Chief Executive Officer must retain in registered form 10% of the free shares allocated to him under this allocation until the end of his duties as executive corporate officer. In addition, in accordance with the recommendations of the AFEP-MEDEF Code, the Chief Executive Officer has undertaken to refrain from hedging the risk relating to the free shares allocated. This commitment will remain applicable until the end of his term of office. Fairness ratios In accordance with Article L.22-10-9 I of the French Commercial Code and AFEP guidelines on remuneration multiples, the table below shows the fairness ratios for the last five years between the total gross remuneration (1) paid to the Chief Executive Officer (the ratio was not presented for the Chairman of the Board of directors, as he receives no remuneration in respect of his term of office) and the mean/median gross remuneration (2) paid to employees for the financial year in question:

(1) As the allocations of free shares to the Chief Executive Officer decided in 2021 and 2022 have not yet definitively vested, it has not been included in the Chief Executive Officer’s total remuneration. (2) Free share grants to employees are included in the total remuneration compensation of employees in the year in which they definitively vest. As the free shares granted to employees decided in 2020, 2021 and 2022 have not yet definitively vested, they have not been included.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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