MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Corporate governance report

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Information on factors likely to have an impact in the event of a takeover bid

3.8 Rules governing the appointment and replacement of members of the Board of directors and the amendment of the Articles of Association For more information on the rules governing the appointment and replacement of members of the Board of directors, see section 1.2 “Rules governing the composition of the Board of directors” of this report. The rules governing the amendment of the Articles of Association are the legal rules. 3.9 Powers of the Board of directors, in particular to issue or redeem shares To date, the Company’s Board of directors has no delegation empowering it to issue shares. See section 1.14 “Delegations for capital increases” in this report. The Combined General Meeting of 1 June 2017, in its sixteenth ordinary resolution, authorised the Board of directors for a period of 18 months, in accordance with Articles L.225-209 et seq. of the French Commercial Code, to purchase Company shares, on one or more occasions, at the time of its choosing, up to 10% of the number of shares comprising the share capital, adjusted if need be to take any capital increases or decreases that may take place in that period into account. This authorisation ended the authorisation granted to the Board of directors by the Ordinary General Meeting of 2 June • Stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the ethics charter of the AMAFI (French association of financial markets) recognised by regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the amount sold; • Retain shares for subsequent payment or exchange purposes in the event of acquisitions; 2016 in its seventh resolution. Shares may be bought back to:

Factors likely to have an impact in the event of a takeover bid as defined by Article L.225-37-5 of the French Commercial Code are as follows:

3.1 The Company’s capital structure See sections 3.2 and 3.6.3 of the 2017 Registration Document.

3.2 Statutory restrictions on the exercise of voting rights and share transfers or the provisions of agreements brought to the attention of the Company pursuant to Article L.233-11 See section 3.1.11 of the 2017 Registration Document. 3.3 Direct or indirect shareholdings in the share capital of the Company known to it pursuant to Articles L.233-7 and L.233-12 See section 3.2.12 of the 2017 Registration Document. 3.4 Direct or indirect shareholdings in the share capital of the Company known to it pursuant to Articles L.233-7 and L.233-12 See section 3.2.12 of the 2017 Registration Document. 3.5 List of holders of any securities with special control rights and a description thereof None. 3.6 Control mechanisms scheduled in an employee share ownership scheme when the control rights are not exercised by said party None. 3.7 Agreements between shareholders of which the Company is aware which may result in restrictions on the transfer of shares and the exercise of voting rights None.

M.R.M. 2017 REGISTRATION DOCUMENT

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