MRM // 2022 Universal Registration Document

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Risk factors

Main risk factors

6 COMPETITION

Description of the risk and its impacts

Risk mitigation measures

Given that there are numerous rival property companies with larger portfolios or greater financial standing, and due to its relatively small portfolio and relatively modest financial resources, M.R.M. risks experiencing a lack of visibility or difficulties to establish preferential relationships with vendors, purchasers, brands or brokers, thereby reducing its acquisition, sales or letting opportunities.

As a listed company, M.R.M. regularly communicates with the market and has therefore acquired some visibility. Its backing by the SCOR group, a leading global reinsurer, as well as the Altarea group, the undisputed leader in the development of cities, also gives it a certain awareness and visibility. M.R.M. also attends trade fairs, major events and gatherings of investors in the property sector, as well as maintaining its professional contacts and network.

2.2.4 Legal and tax risks

7 COMPLIANCE WITH TAX REGULATIONS AND THE FRENCH REIT REGIME

Description of the risk and its impacts

Risk mitigation measures

M.R.M. is exposed to changes to French tax rules. Any increase in the tax rates imposed on M.R.M. could have a material adverse impact on the Company’s business, its financial position and its operating income, leading to a fall in profitability and a decrease in its value, and making its shares less appealing to investors. Since 1 January 2008, M.R.M. has benefitted from the SIIC status governed by Article 208-C of the French General Tax Code, under which it is exempt from corporate income tax (subject to distribution conditions) on the share of its profit derived from the rental of its properties, capital gains on the sale of properties or of certain stakes in real-estate companies, and certain dividends. In addition, failure to meet this distribution obligation during the financial period would mean that the exemptions would not apply to that year. Moreover, the M.R.M. would lose the benefit of the French REIT regime if one or more of its shareholders, acting in concert (other than listed companies benefitting from the French REIT regime), were to hold 60% or more of its shares or voting rights. The Company currently does not envisage one of its shareholders directly or indirectly holding 60% or more of its shares or voting rights. The loss of SIIC status could have a material adverse effect on M.R.M. Finally, M.R.M. is exposed to the risk of future modifications in the French REIT regime or the interpretation of provisions related to it by the tax and accounting authorities, which could affect the business, results and financial position of the Company. Disagreements with the tax authorities could lead to tax disputes. An incorrect payment of tax could damage the reputation of M.R.M. and have a financial impact.

M.R.M. calls on expert external consultants to keep up to date with tax changes and their impact, and for any legal or tax-related questions that it might have. Both M.R.M.’s and SCOR’s teams closely monitor SCOR’s shareholding and voting rights to ensure that they do not exceed the 60% threshold. The removal of the double voting rights in 2019 has made it easier to monitor shareholder voting rights and therefore to comply with any threshold disclosures, as well as making it easier to manage the ownership constraints linked to the French REIT regime. In addition, as a result of the Acquisition Transaction completed in 2022 (see Section 1.2 of this Universal Registration Document): • the holding of the Company’s share capital and voting rights by SCOR SE decreased from 59.9% to 56.6%; • Altarea acquired a 15.9% stake in the Company; • and these two main shareholders chose not to act in concert. The risk that the threshold of 60% of the Company’s shares or voting rights will be exceeded in the future has therefore been significantly reduced.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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