MRM // 2022 Universal Registration Document

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Corporate governance

Statutory auditors’ special report on regulated agreements

Agreement signed with SCOR SE, Altarea, Retail Flins, Retail Ollioules, Fonciere Altarea, Alta Ollioules 1 and Alta Ollioules 2 Date of authorization: M.R.M. Board of directors meeting of 28 July 2022 Date of approval: M.R.M.’s General Meeting of 14 December 2022. A special report dated r 25 October 2022 has been prepared r concerning this agreement. Directors concerned: SCOR SE, shareholder with more than 10% of the voting rights of your Company and director of your Company. Nature and purpose: The purpose of the protocol of agreement is to enable the Company to pursue its strategy of diversifying its shareholder base and developing its assets through the acquisition of commercial real estate assets from Altarea and Foncière Altarea. Terms: Under the terms of the agreement, the parties have undertaken to support and carry out all steps and actions reasonably necessary for the acquisition by the Company, by way of disposals and contributions in kind, of commercial real estate assets from Altarea and Foncière Altarea. The protocol of agreement provides, in particular: • €25 million by SCOR SE and €25 million by Altarea (of which €21 million by contribution in kind of shares); the capital increases will be carried out at an issue price corresponding to the company’s replacement NAV at 30 June 2022, i.e €48.92 per share. • a current account advance of €25 million granted by SCOR SE to M.R.M. • a new €42 million bank loan (maximum rate excluding insurance, 3-month Euribor plus 225 basis points, with a minimum term of seven years) This protocol was signed on 28 July 2022. Financial terms 2022: The acquisition was carried out by way of contributions in kind and sales by Altarea to two M.R.M. subsidiaries. €21 million in new MRM shares, the latter in the form of a capital increase reserved for Altarea at an issue price corresponding to its replacement NAV at 30 June 2022, i.e 48.92 euros per share. The cash payment of €68.9 million is derived from: • a new bank loan of €42 million; • a current account advance from SCOR SE in the amount of €25 million; • the Group’s available cash. Then, M.R.M. carried out a capital increase in cash with preferential subscription rights for an amount of €29 million at a unit subscription price equal to M.R.M.’s replacement NAV at 30 June 2022, i.e €48.92 per share: • SCOR SE has subscribed for an amount of €25 million through the capitalization of the above-mentioned current account advance; • Altarea subscribed to the issue by exercising its preferential subscription rights for an amount of €4 million. On 7 December 2022, M .R.M. announced the completion of the Acquisition Transaction, which resulted in two capital increases of M.R.M. for a total amount of €50 million subscribed by SCOR SE for €25 million and by Altarea for €25 million. Reasons given by the Board for its interest in the g Company: Your Board considered that it was in the Company’s interest to diversify its assets base while benefiting from Altarea’s experience as a new shareholder.

Paris-La Défense and Paris, 19 April 2023 The statutory auditors French original signed by

Mazars Gilles Magnan Partner

RSM Paris Hélène Kermorgant Partner

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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