MRM // 2022 Universal Registration Document

4

Corporate governance

Report on corporate governance

The table below shows all the items of remuneration and benefits of any kind paid during the year or granted in respect of the 2022 financial year to François Matray, Chief Executive Officer, in accordance with the remuneration policy for the Chief Executive Officer as approved by the General Meeting of 9 June 2022 in its ninth resolution, and submitted to the approval of the forthcoming 2023 General Meeting.

Components of remuneration paid during the financial year ended

or allocated for the financial year ended

Amount or accounting valuation put to the vote

Presentation

Fixed remuneration

€175,000 (gross amount paid monthly in equal instalments in 2022) €70,000 (amount paid in 2022 in respect of 2021, after approval by the General Meeting held in 2022) €70,000 (amount payable in respect of 2022, following approval by the forthcoming 2023 General Meeting, subject to a vote in favour)

Gross annual fixed remuneration of €175,000.

Annual variable remuneration

For the variable remuneration paid in 2022 in respect of 2021, see Section 2.2.1 of the report on corporate governance included in Chapter 4 of the 2021 Universal Registration Document. The performance criteria governing the granting of the annual variable remuneration for 2022 are as follows: (i) letting of available space and increase in rental income from assets towards the target of €10 million in net annualised rents, (ii) net operating cash flow target of at least €3.9 million, (iii) control of CAPEX within the f framework of approved budgets, (iv) achievement of an acquisition or disposal target and (v) deployment of the Climate Plan adopted by the Board of directors, with particular attention paid to reducing energy consumption. At its meeting of 7 March 2023, the Board of directors decided to grant the Chief Executive Officer an achievement rate of 100% for each of the criteria from (i) to (v). At the Board of directors meeting held on 7 April 2022, it decided to grant the Chief Executive Officer 2,067 free shares valued at €52,500. Provided that the condition of presence is met, the definitive allocation of free shares and the number of shares definitively allocated on 7 April 2025 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 Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as completing a major transaction for the Company. Given the successful completion, at the end of 2022, of the Acquisition Transaction, which is particularly structuring for the Company, the Board of directors, at its meeting of 7 March 2023, decided to allocate to Chief Executive Officer exceptional remuneration of €43,750, corresponding to 25% of his annual fixed remuneration.

Long-term remuneration in cash, allocation of free shares and/or stock options

€52,500 (accounting valuation of shares to be definitively granted in 2025, subject to compliance with the conditions described below)

Exceptional remuneration €43,750 (amount payable in respect of 2022, following approval by the forthcoming 2023 General Meeting, subject to a vote in favour)

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

166