MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

3.8 Powers of the Board of directors, in particular to issue or redeem shares To date, the Board of directors of the Company does not have any delegation authorising it to issue shares, other than the authorisation to allocate free shares to its employees and executive officers. See Section 1.18 “Delegations for capital increases” in this report. The Combined General meeting of 9June 2022, in its twelfth resolution, authorised the Board of directors for a period of eighteen months, in accordance with Articles L.22-10-62 et seq. and L.225-210 et seq. of the French commercial code, to purchase Company shares, on one or more occasions, at the time of its choosing, up to 10% of the number of shares comprising the share capital, adjusted if need be to take any share-capital increases or decreases that may take place in that period into account. This authorisation ended the authorisation granted to the Board of directors by the Combined General Meeting of 24 June 2021 in its fourteenth ordinary resolution. Shares may be bought back to: • stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the number sold; • retain the shares purchased and subsequently use them in exchange or as payment in the context of any merger, spin-off, contribution or external-growth transactions; • cover stock-option plans and/or free-share plans (or equivalent plans) for the benefit of the Group’s employees and/or corporate officers, including the “Economic Interest Groups” and related companies, as well as all share allocations under a company or group savings plan (or similar plan), in respect of the profit-sharing scheme of the Company and/or all other forms of share allocation to Group employees and/or corporate officers, including Economic Interest Groups and related companies;

• ensure the hedging of securities giving access to the Company’s shares in accordance with the regulations in force; • cancel all or part of the shares that would be acquired, in accordance with the authorisation granted on 24 June 2021 by the General Meeting in its fifteenth extraordinary resolution. These share purchases may be made by any means, including via the purchase of blocks of securities, whenever the Board of directors deems it appropriate. The Company reserves the right to use option mechanisms or derivatives within the framework of the applicable regulations. The maximum unit price is fixed at €70 per share. In the event of any transactions in the share capital, in particular stock splits, reverse splits and free share allocations, the number of purchasable shares indicated above would be adjusted accordingly by applying a multiplying factor equal to the ratio between the number of shares comprising the share capital prior to the transaction, and the number after the transaction. The maximum amount that can be invested in the share buyback programme is capped at €15,283,730.

3.9 Agreements entered into

by the Company that are amended or terminated in the event of a change of control of the Company, unless such disclosure, save in cases of mandatory disclosure, would seriously undermine its interests

It is specified that the credit agreements entered into with financial institutions by M.R.M.’s subsidiaries contain a mandatory early repayment clause in the event of a change of control of the Company. 3.10 Agreements providing for compensation to members of the Board of directors or employees if they resign or are dismissed without just cause or if their employment is terminated due to an IPO

None.

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