MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

3.

Information on factors likely to have an impact in the event of a takeover bid

3.5 Control mechanisms scheduled in

The following items may have an impact in the event of a public offer within the meaning of Article L.22-10-11 of the French commercial code: 3.1 Structure of the Company’s share capital See Sections 3.2 and 3.6.3 of the 2022 Universal Registration Document. 3.2 Statutory restrictions on the exercise of voting rights and share transfers or the provisions of agreements brought to the attention of the Company pursuant to Article L.233-11 “Voting rights attached to equity shares or bonus shares are equal to the portion of the capital they represent, and each share carries at least one voting right. Fully paid-up shares which have been registered for at least two years in the name of the same shareholder do not carry double voting rights. In the case where share ownership rights are split, the usufructuary has the voting rights in Ordinary General Meetings and the bare owner has the voting rights in Extraordinary General Meetings. Any natural or legal person crossing, either up or down, a share ownership or voting rights threshold of 2.5% or a multiple thereof (2.5%, 5%, 7.5% and so on) must notify the Company within 15 days after the threshold is crossed of the number of shares they hold. This obligation ceases to apply above a threshold of 32.5% of the share capital or, as the case may be, the voting rights.” (Article 8 of the Articles of Association). in the share capital of the Company known to it pursuant to Articles L.233-7 and L.233-12 See Section 3.2.12 of the 2022 Universal Registration Document. 3.3 Direct or indirect shareholdings

an employee share ownership scheme when the control rights are not exercised by said party

None.

3.6 Agreements between shareholders of which the Company is aware which may result in restrictions on the transfer of shares and the exercise of voting rights To the Company’s knowledge, a non-concerted shareholders’ agreement relating to the Company for an initial period of ten years has been entered into between Altarea and SCOR SE (the “Agreement”) under the terms of which: • Altarea may propose the appointment of a director to the Company’s Board of directors providing it holds at least 15% of its share capital (this threshold may be reduced to 12% under certain conditions), it being further specified that this member has no contractual veto rights and sits on the Board’s Investment Committee; • Altarea is bound (subject to certain exceptions) to an 18-month lock-up commitment for its entire shareholding, until 16 May 2024 inclusive; • SCOR SE may propose the appointment of three directors, including the Chairman of the Board of directors (each of Altarea and SCOR SE undertaking to vote in favour of the candidate proposed by the other party). Under the Pact, Altarea and SCOR SE do not intend to act in concert with respect to the Company within the meaning of Article L.233-10 of the French commercial code. 3.7 Rules governing the appointment and replacement of members of the Board of directors and amendments of the Company’s Articles of Association For more information on the rules governing the appointment and replacement of members of the Board of directors, see Section 1.2 “Rules governing the composition of the Board of directors” and 3.6 “Agreements between shareholders of which the Company is aware which may result in restrictions on the transfer of shares and the exercise of voting rights The rules governing the amendment of the Company’s Articles of Association are the legal rules.

3.4 List of holders of any securities with special control rights and a description thereof None.

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