MRM // 2022 Universal Registration Document

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General information on the issuer and its share capital Management report for the financial year ended 31 December 2022

Employee profit-sharing plan

3.4

In the course of 2022, the Company allocated free shares to employees and the Chief Executive Officer, subject to presence and performance conditions and involving 3,762 shares with a par value of €20 each, it being specified that the Board of directors will issue new shares at the end of the vesting period.

The history of free share allocations decided by the Board of directors is presented in paragraph 3.3 of the management report included in Section 3.6 of this Universal Registration Document. The adjustment of these allocations in view of the reverse stock split on 20 April 2022 is presented in Section 3.2.5 of this Universal Registration Document.

Dividend distribution policy

3.5

The dividend payout policy complies with SIIC rules. In particular, 95% of earnings from building rentals are paid out before the end of the financial year following the one during which such earnings are realised, and 70% of capital gains from the sale of buildings, shares in tax-transparent property companies or shares of subsidiaries liable for corporate income tax having opted for SIIC status are paid out in dividends before the end of the second financial year following the one in which they are realised; and dividends received from subsidiaries having opted for SIIC status are redistributed in full during the financial year following their collection.

The dividend payments for the past three financial years are presented in paragraph 2.4 “Dividends paid out in previous years” of the management report included in Section 3.6 of this Universal Registration Document. The dividend limitation period is five years. Dividends for which payment has not been requested are paid back to the French Treasury department.

Management report for the financial year ended 31 December 2022

3.6

Ladies, Gentlemen, This Combined General Meeting was called in accordance with the Articles of Association and the French Commercial Code to report on the business activities of M.R.M. SA (the “Company”) during the financial year ended 31 December 2022, the Company’s results and outlook, and to seek approval

for the annual and consolidated financial statements for said financial year. Those financial statements are attached. You were duly notified and called to the Meeting, as prescribed by law, and all mandatory documents under rules and regulations in force were put at your disposal within the legal time frame.

1.

Position and activity of the Company

1.1 Company position and activities in the past financial year

Since 29 May 2013, M.R.M.’s main shareholder has been SCOR SE, which, as of the date of this report, holds 56.63% of the share capital. M.R.M. is a joint-stock company whose shares are admitted to trading on the Euronext Paris regulated market, Compartment C. It opted for the regime applicable to listed real estate investment companies (REIT) with effect from 1 January 2008.

1.1.1 General presentation of the Company M.R.M. is a listed real estate investment company that owns and manages a portfolio of retail properties across several regions of France. As such, M.R.M. and its subsidiaries implement an active value-enhancement and asset-management strategy combining yield and capital appreciation.

ISIN code: FR00140085W6 Bloomberg code: M.R.M.:FP Reuters code: M.R.M.PA.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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