MRM // 2022 Universal Registration Document

4

Corporate governance

Report on corporate governance

Components of remuneration paid during the financial year ended or allocated for the financial year ended Remuneration for the office of director Components of remuneration due following termination or change of duties, retirement benefits and non-compete commitments

Amount or accounting valuation put to the vote

Presentation

-

The Chief Executive Officer receives no remuneration for his office of director. The Board of directors, at its meeting of 23 September 2020, agreed to the following commitment to the Chief Executive Officer: • in the event of a forced departure before the end of his or her term of office, the Chief Executive Officer will be allocated a severance payment not exceeding six months of gross annual fixed remuneration under the following conditions. In the event of their removal from office as Chief Executive Officer due to a change in control or strategy of the M.R.M. group or for just cause, except for gross negligence, attributable to the Chief Executive Officer or following a notoriously negative performance of the Company (a “Forced Departure”), the Chief Executive Officer will benefit from a severance payment limited to an amount of €87,500, equivalent to a maximum of six months of gross annual fixed remuneration (the “Compensation”) subject to compliance with performance conditions. The payment of this Compensation will be subject to prior verification of the performance condition defined below. The performance condition (the “Performance Condition”) will be met in respect of a given financial year if at least two of the following three criteria are met consecutively over the two financial years preceding the date of departure of the Chief Executive Officer: • the IRR of the M.R.M. group must be at least 5%; • the change in the share price of M.R.M. over the reference period must not be more than 10% lower than that of the IEIF SIIC France index; • M.R.M.’s Climate Plan is in line with the roadmap approved by the Board of directors. In the event of a Forced Departure, the Board will meet to determine whether or not the Performance Condition has been met. In the event that the Board determines that the Performance Condition has been met, the Compensation shall be paid to the Chief Executive Officer as soon as possible. For all practical purposes, it is specified that in the event of a Forced Departure before the expiry of a period of two years from the date of taking office as Chief Executive Officer, the Performance Condition will be considered as fulfilled if one of the above criteria is met over the actual time in office of the Chief Executive Officer. The Chief Executive Officer has healthcare and personal risk cover.

No amount in respect of the financial year

Accounting valuation of benefits in kind

€5,454

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

167