MRM_REGISTRATION_DOCUMENT_2017

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Corporate governance

Statutory Auditors’ report on regulated agreements and commitments

Statutory Auditors’ report on regulated agreements and commitments

4.3

To the Shareholders, As Statutory Auditors of your Company, we hereby present our report on regulated agreements and commitments. It is our responsibility to inform you, on the basis of the information provided to us, of the terms and conditions, the purpose, and the benefits to the Company of the agreements and commitments of which we were informed or became aware during our engagement. It is not our role to determine whether they are beneficial or appropriate or to ascertain whether any other agreements and commitments exist. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code, to assess the merit of these agreements and commitments with a view to approving them. In accordance with Article L.225-40 of the French Commercial Code, we have been advised of the following commitment made in the year ended which received prior authorisation from your Board of directors. Pledge of shares and guarantee at first request • Date of authorisation: Board meeting of 7 December 2017. • Director concerned: SCOR SE, shareholder with more than 10% of the voting rights of your company. • Nature and purpose: following the second one-year extension of the intra-group loan agreement between SCI Noratlas and SCOR SE, your company renewed the collateral and guarantees previously granted to SCOR SE. These collateral and guarantees consist in a pledge of securities of SCI Noratlas and a guarantee at first request. The term of the guarantee was kept at one month after the

In addition, it is our responsibility to inform you, where appropriate, in accordance with Article R.225-31 of the French Commercial Code, of the agreements and commitments that were approved in prior years and continued to apply during the period. We performed the procedures that we deemed necessary in accordance with the professional guidance issued by the French Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux comptes ) for such engagements. Our work entailed verifying that the information provided is consistent with the documents from which it was derived.

Agreements and commitments submitted for the approval of the General Meeting of Shareholders

date of maturity of the intra-group loan, i.e. 15 February 2018, for a maximum amount of €24,200,000. 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. • Terms and conditions: this agreement had no impact on the financial statements for the year ended. • Benefit to the Company according to the Board: your Board deemed it in the interest of the Company for the loan due by SCI Noratlas to SCOR SE to be repaid using the proceeds of the disposal of the Nova building (held by SCI Noratlas) rather than taking out a new bank loan. The original agreement was authorised by your Board on 14 January 2016 and approved by the Shareholder’s Meeting on 5 July 2016. The renewal of the agreement after the first extension was authorised by your Board on 8 December 2016 and approved by the General Meeting of 1 June 2017.

M.R.M. 2017 REGISTRATION DOCUMENT

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