MRM // 2022 Universal Registration Document

4

Corporate governance

Statutory auditors’ special report on regulated agreements

Statutory auditors’ special report on regulated agreements

4.3

This is a free translation into English of a report issued in French and provided solely for the convenience of English-speaking readers. This report should be read in conjunction and realized in accordance with French law and the relevant professional auditing standards used in France. To annual general meeting of M.R.M. company, In our capacity as your company’s statutory auditors, we hereby present you our report on regulated agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms, conditions and reasons underlying company’s interest of agreements that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of article R. 225-31 of the French commercial code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved. Our role is also to provide you with the information stipulated in article R.225-58 of the French commercial code relating to the implementation during the past year of agreements previously approved by the Shareholders’ Meeting, if any. We performed the procedures that we deemed necessary in accordance with the guidance issued by the French institute of statutory auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

Agreements submitted to the approval of the shareholders’ meeting

In accordance with Article L. 225-40 of the French commercial code, we have been advised of the following agreement, which was previously authorized by your Board of directors.

Agreement of current account advance Date of authorization: M.R.M. Board of directors meeting of 28 July 2022 Directors concerned: SCOR SE, shareholder with more than 10% of the voting rights of your Company and director of your Company. Nature and purpose: Current account advance agreement in the amount of €25 million granted by SCOR SE to M.R.M. Terms: The annual interest rate will be equal to the rate referred to the Article 39 1 3 of the French general tax code. Financial terms 2022: The capital increase with retention shareholders’ preferential subscription rights, carried out by the Company on 7 December 2022, was subscribed by SCOR SE for an amount of €24,832,134.44 by offsetting a debt with the current account advance of €25,000,000. The balance of the current account advance, that is to say € 167,865.56, was repaid in advance to SCOR SE. Interest in the amount of €47,930.56 has been paid to SCOR SE as part of this current account advance. Reasons retained by the Board to justify its interest for the Company: The current account advance meets the financing needs of the Company in the context of the acquisition of real estate assets provided for in the memorandum of understanding signed on 28 July 2022 with SCOR SE, Altarea, Retail Flins, Retail Ollioules, Foncière Altarea, Alta Ollioules 1 and Alta Ollioules 2.

Agreements previously approved by the shareholders’ meeting

Pursuant to Article R. 225-57 of the French commercial code, we have been informed that the following agreement, previously approved by prior Shareholders’ Meetings, has remained in force during the year.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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