MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

The table below presents all the proposed components of remuneration subject to approval by the General Meeting of 31 May 2018 in accordance with the principles and criteria applying to the remuneration of corporate officers approved by the General Meeting of 1 June 2017 in its fifteenth resolution:

Components of remuneration paid or allocated for the year ended

Amount or accounting valuation put to the vote Presentation

Fixed remuneration

€200,000 (gross amount in equal monthly payments in 2017)

Annual fixed gross remuneration of €200,000 (unchanged since 1 August 2013).

Annual variable remuneration €56,000 (amount payable subject to approval by the General Meeting)

Payment of annual variable remuneration for 2017 is conditional on achieving the following targets: (i) refinancing a bank loan maturing in 2017, (ii) implementing the value-enhancement plans for retail properties, (iii) increasing rental revenue from the retail properties, (iv) selling the last two office buildings, (v) acquiring and disposing of retail assets as and when the opportunity arises. At its meeting of 22 February 2018, the Board assessed the rate of targets reached by the Chief Executive Officer at 70%. The Board of directors reserves the right to award a multiyear variable remuneration in cash to the Chief Executive Officer whose amount and payment will be subject to achieving quantitative and/or qualitative objectives assessed over a minimum period of three years, such as reaching a target IRR over the period in question. The Board awarded no such remuneration for 2017. The Board of directors may decide to grant exceptional remuneration to the Chief Executive Officer in view of very specific circumstances. Payment of this type of remuneration must be justified by an event such as pulling off a major transaction for the Company. The Board awarded no such remuneration for 2017. The Chief Executive Officer receives no directors’ fees which are reserved for independent directors. In the event of the early termination of his first term of office (set to end on 30 June 2017), the Chief Executive Officer was entitled to severance pay subject to fulfilling a performance condition. This commitment is now void. Not applicable given his reappointment until the 2020 General Meeting. The Chief Executive Officer has healthcare and personal risk cover as well as a company car.

Multiyear variable remuneration in cash

-

Exceptional remuneration

-

Directors’ fees

-

Components of remuneration due following termination or change of duties, retirement benefits and non-compete commitments

N/A

Accounting valuation of benefits in kind

€9,638 (allocated monthly in 2017)

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M.R.M. 2017 REGISTRATION DOCUMENT