MRM // 2022 Universal Registration Document

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Information on M.R.M.’s activities

Presentation of the Acquisition Transaction completed in 2022

3. M.R.M. share capital increase with preferential subscription rights On the occasion of the Combined General Meeting of 16 November 2022, the shareholders of M.R.M. also voted in favour of a delegation of authority to the Board of directors to carry out a share capital increase with preferential subscription rights of a maximum amount, including share premium, of €28,934,076.44 by issuing a maximum of 591,457 new shares with a par value of €20 each, together with an issue premium of €28.92, i.e. a subscription price of €48.92 per new share corresponding to M.R.M.’s EPRA NRV NAV as of 30 June 2022 (the “Capital Increase with PSR”). A prospectus relating to the Capital Increase with PSR had received prior approval on 14 November 2022 from the AMF under number 22-443. It is specified that following the completion of the Capital Increase in Kind, a non-concerted shareholders’ agreement relating to M.R.M. for an initial period of ten years was entered into between Altarea and SCOR SE (the “Agreement”) under the terms of which (i) Altarea may propose the appointment of a director to the Board of directors of M.R.M. as long as it holds at least 15% of the share capital (this threshold may be reduced to 12% under certain conditions; it being specified that this member has no contractual veto rights and sits on the Board’s Investment Committee, (ii) Altarea is bound (under certain exceptions) to a lock-up commitment for a period of 18 months for its entire shareholding, and (iii) SCOR SE may propose the appointment of three directors, including the Chairman of the Board of directors (each of Altarea and SCOR SE undertaking to vote in favour of the candidate proposed by the other party). Under the Agreement, Altarea and SCOR SE do not intend to act in concert with respect to the Company within the meaning of Article L.233-10 of the French Commercial Code.

The Capital Increase with PSR was fully subscribed, in the amount of €24,832,134.44 by SCOR SE, €3,991,872 by Altarea and €110,070 by the public, it being specified that the subscription of SCOR SE was paid up by offsetting a portion of the current account advance in the amount of €25.0 million entered into on 4 November 2022 to finance the Acquisition Transaction. The settlement-delivery of the new shares took place on 7 December 2022. At the end of the issue of the Capital Increase with PSR, SCOR SE and Altarea held respective stakes of 56.63% and 15.94%. Thus, the new M.R.M. shareholding structure following the Acquisition Transaction complies with the requirements of the French REIT regime. In addition, in accordance with the terms of the Memorandum of Understanding and the Agreement and the vote of the General Meeting of 16 November 2022, the composition of the Board of directors of M.R.M. was modified to reflect the new shareholder structure of the Company. Since 16 November 2022, it has consisted of: • François de Varenne, Chairman of the Board of directors and director; • SCOR SE, director, represented by Karina Lelièvre; • Altarea, director, represented by Rodigo Clare; • Brigitte Gauthier-Darcet, independent director; • Valérie Ohannessian, independent director; and • Karine Trébaticky, director. On 16 November 2022, the Board of directors also decided to set up an Investment Committee to replace the Strategic Committee.

Strengthening M.R.M.’s shareholder structure and changes in its governance

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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