MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

1.12 Composition and duties of the Strategic Committee On 29 May 2013, the Board decided to establish a Strategic Committee with the following duties: • Studying strategic issues involving the Group; • Supervising the execution of Group strategy by general management; • Reviewing any major investment, acquisition or disposal plans; • Supervising the drafting of a business plan and monitoring its implementation; • Examining the financing policy of the Company and its subsidiaries (including any plans to change, repay early, renegotiate or refinance the existing debt). The Strategic Committee gives opinions and recommendations to the Board on matters within its competence. The following directors make up the Strategic Committee: • François de Varenne, Chairman of the Board of directors; • Jacques Blanchard, Chief Executive Officer; • Jean Guitton.

1.13 The Strategic Committee’s work in 2017

The Strategic Committee met 11 times during 2017 and its meetings, lasting two to three hours, mainly covered: • Approving the conditions for marketing the main rental properties and asset disposals; • Approving and monitoring planned investments above €1,000,000; • Updating and monitoring the three year business plans; • Managing bank debt; • Monitoring changes in the retail property market; • Drafting the financial communication policy; • Checking the work performed by the Head of Asset Management and CBRE Global Investors France; • Monitoring procedures related to disputes.

In 2017, the average attendance rate of the Strategic Committee members was 100%. The following table shows the attendance of each member of the Strategic Committee during the past year:

Members of the Strategic Committee

Attendance rate

François de Varenne Jacques Blanchard

11 meetings out of 11 (100%) 11 meetings out of 11 (100%) 11 meetings out of 11 (100%)

Jean Guitton

OVERALL RATE

100%

1.14 Delegations for capital increases In accordance with the provisions of Article L.225-37-4 paragraph 3 of the French Commercial Code, we inform you that no delegation granted by the General Meeting of shareholders to the Board of directors in respect of capital increases pursuant to articles L.225-129-1 and L.225-129-2 of the French Commercial Code was in force as of 31 December 2017. 1.15 Management of conflicts of interest To the Company’s knowledge, and on the day of this report, no member of the Board of directors and general management, in the past five years: • Was found guilty of fraud; • Was associated as a corporate officer in any insolvency, sequestration proceedings or liquidation;

• Was accused of any offence and/or incurred any official public penalty imposed by statutory or regulatory authorities; • Was prevented by a court order from acting as a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the affairs of any company; • Is linked to the Company or any of its subsidiaries by a service agreement granting any specific benefits. The directors of the Company and their representatives, in the case of corporate entities, report to the Board of directors on any actual or potential conflicts of interest to which they are or may be exposed. Potential conflicts of interest exist concerning SCOR SE in its dual role as majority shareholder and director of the Company and concerning directors from SCOR Group. Directors have a duty of loyalty to the Company and are bound to act in its best interests. Conflicts of interests between companies and

M.R.M. 2017 REGISTRATION DOCUMENT

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