MRM // 2022 Universal Registration Document

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General information on the issuer and its share capital

Information about the share capital

As of 31 December 2020

% of the theoretical voting rights

Number of shares

% of the share capital

% of the actual voting rights

Shareholders

SCOR SE

26,155,662

59.90% 4.98% 0.10% 35.02%

59.90% 4.98% 0.10% 35.02%

59.96%

Compagnie Financière MI 29 - Eurobail (1)

2,173,254

4.98%

Treasury shares

45,089

-

Public

15,293,808

35.06%

TOTAL

43,667,813

100%

100%

100%

(1) Based on the information received by the Company on 29 January 2019 from Compagnie Financière MI 29 and Eurobail.

To the Company’s knowledge and on the day this Universal Registration Document was prepared, no other shareholder held, directly or indirectly, acting alone or in concert, more than 2.5% of the Company’s share capital or voting rights. The measures taken to prevent SCOR SE from initiating a hostile takeover of the Company are described in paragraph 1.19 “Management of conflicts of interest” of the report on corporate governance in Section 4.1 of this Universal Registration Document. Moreover, independent directors are required to serve on the Board of directors and its Audit Committee, and the duties of the Chairman of the Board of directors and the Chief Executive Officer are separate. In a letter received on 22 November 2022 (AMF Notice 222C2533), Altarea (87, rue de Richelieu – 75002 Paris) declared that it had crossed above the thresholds of 5%, 10% and 15% of the share capital and voting rights of M.R.M. on 16 November 2022 and held 429,252 M.R.M. shares representing the same number of voting rights, or 16.42% of the share capital and voting rights of the Company. This threshold crossing is the result of the subscription by Altarea to 429,252 Company shares as part of the M.R.M. capital increase reserved for Altarea through contributions in kind. By the same letter, the following declaration of intention was made. Altarea said: “The subscription by Altarea of the 429,252 new M.R.M. shares was carried out by contribution in kind to M.R.M. of all the shares of Retail Flins and Retail Ollioules and therefore did not require any financing. Altarea acts alone and does not act in concert with respect to M.R.M. On the occasion of the capital increase of M.R.M. with maintenance of the shareholders’ preferential subscription rights for a maximum amount, including share premium, of Threshold crossing disclosures in 2022 (Article L.233-7 of the French commercial code)

€28,934,076.44, per issue of a maximum number of 591,457 new ordinary shares at a subscription price of €48.92 per share, on the basis of 50 new ordinary shares for 221 existing shares, launched on 18 November 2022 by M.R.M. Altarea has undertaken to subscribe, on an irreducible basis, to this share capital increase with preferential subscription rights for M.R.M. shareholders, for a total amount of €3,990,893.60. With the exception of this subscription commitment, Altarea does not intend to continue its acquisitions and does not intend to acquire control of M.R.M. Altarea does not plan to change M.R.M.’s current strategy and therefore does not plan to implement any of the transactions referred to in Article 223-17 I, 6° of the AMF General Regulation. Altarea is not a party to any agreement and does not hold any other derivative instrument referred to in paragraphs 4 and 4 bis of I of Article L.233-9 of the French Commercial Code. Altarea is not party to any temporary sale agreement concerning the shares and/or voting rights of M.R.M. Following the conclusion on 16 November 2022 of a shareholders’ agreement relating to M.R.M. between SCOR SE, Altarea and M.R.M. and the adoption by the General Meeting of M.R.M. of 16 November 2022 of the fifth resolution relating to the appointment of Altarea as a director of M.R.M., Altarea is a director of the Board of directors of M.R.M. and does not intend to request the appointment of one or more additional members to the Board of directors of M.R.M.” Shareholder identification In order to identify holders of bearer shares, the Company may, at any time and under current legal and regulatory conditions, request information on the owners of these shares and securities giving, immediately or in the future, voting rights in its own General Meetings (Article 7 of the Articles of Association).

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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