MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

• A mortgage pledge on the Nova building with registration exemption to be granted by SCI Noratlas; • The pledge of receivables relating to rents and insurance benefits under all insurance policies for damage to property (excluding structural damage), including in respect of any compensation for loss of rental income, pertaining to the Nova building, to be granted by SCI Noratlas. This intra-group loan agreement enabled the refinancing of bank debt held by SCI Noratlas maturing on 15 January 2016 for which M.R.M. had granted various guarantees and collateral in favour of the lender. The Board noted that a default in repayment of amounts owed by SCI Noratlas to the bank would have resulted in the realisation of the guarantees and collateral granted by M.R.M. to the bank in consideration of this loan. The establishment of an intra-group refinancing facility, albeit agreed at market conditions, also allowed M.R.M. and its subsidiaries to save on substantial transaction costs and collateral arrangement fees. For these reasons, the Board felt it was in the interest of the Company to allow the conclusion of the intra-group loan agreement between SCOR SE and SCI Noratlas (pursuant to the terms of its internal regulations) and the granting by M.R.M. of guarantees and collateral in this respect in favour of SCOR SE in the terms put to the Board. On 8 December 2016, the Board of directors then approved (i) the signing of a rider to the intra-group loan agreement with SCOR SE and SCI Noratlas on 15 January 2016 and (ii) the renewal of collateral and guarantees granted in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE. The loan was thus extended until 15 January 2018 and the autonomous first-demand guarantee granted by M.R.M. SA to SCOR SE was extended for a period ending one month after the maturity date of the extended loan, i.e. until 15 February 2018. The financial terms of the loan and the related guarantees and collateral were renewed in an identical manner. Because the sale of the Nova building, the proceeds of which were to be used to pay SCOR SE the amounts due under the loan, was postponed to 2017, the Board felt that it was

in the Company’s interest that the amounts owed to SCOR SE should be paid by SCI Noratlas using the sale proceeds of the Nova building rather than consider setting up a new bank refinancing.

1.18.2 Agreement to be submitted for approval to the next General Meeting

Pledge of shares and guarantee at first request On 7 December 2017, the Board of directors approved (i) the signing of a second rider to the intra-group loan agreement with SCOR SE and SCI Noratlas on 15 January 2016 and (ii) the renewal of collateral and guarantees granted in this context, by M.R.M. SA and its subsidiaries DB Neptune SAS and SCI Noratlas, in favour of SCOR SE. The loan was thus extended until 15 January 2019 and the autonomous first-demand guarantee granted by M.R.M. SA to SCOR SE was extended for a period ending one month after the maturity date of the extended loan, i.e. until 15 February 2019. With the exception of the margin, which went from 180 to 280 basis points from 15 January 2018, the financial terms of the loan and the related guarantees and collateral were renewed in an identical manner. Because the sale of the Nova building, the proceeds of which were to be used to pay SCOR SE the amounts due under the loan, was postponed to 2018, the Board felt that it was in the Company’s interest that the amounts owed to SCOR SE should be paid by SCI Noratlas using the sale proceeds of the Nova building rather than consider setting up a new bank refinancing. 1.18.3 Agreements and commitments approved after 31 December 2017 None. Pursuant to applicable laws and regulations, we provide you with the Statutory Auditors’ special report on the agreements falling within the scope of Articles L.225-38 et seq. of the French Commercial Code.

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M.R.M. 2017 REGISTRATION DOCUMENT