MRM_REGISTRATION_DOCUMENT_2017

4

Corporate governance

Statutory Auditors’ report on regulated agreements and commitments

Agreements and commitments already approved by the General Meeting

1) The Internal Rate of Return of the M.R.M. Group must be at least 5%; or 2) M.R.M.’s share price over the reference period must be no more than 10% below that of the IEIF SIIC France index. In the event of Forced Departure, the Board of directors will decide if the Performance Condition has been realised. If the Board observes the realisation of the Performance Condition, the allowance shall be paid to the Chief Executive Officer as soon as possible. In the event of a Forced Departure before the expiration of a period of two years after Jacques Blanchard assumed his duties as Chief Executive Officer, the Performance Condition shall be considered as completed if one of the above criteria is verified on the entirety of the duration of his term of office. Apart from the assumption of a Forced Departure particularly, but without limitation, in case of the event of a revocation due to the Chief Executive Officer following a performance famously negative of the Company, or if the Chief Executive Officer left his functions on its own initiative to exercise a new position inside or outside the Group, no compensation of any kind whatsoever will be due to the Chief Executive Officer. This commitment, which ended on 30 June 2017 at the end of Jacques Blanchard’s first term of office as Chief Executive Officer, was not executed in the year ended.

Pursuant to Article R.225-30 of the French Commercial Code, we have been informed that the following agreement, already approved by the General Meeting in previous years, remained in force but was not applied during the year ended. Severance pay granted to the Chief Executive Officer • Date of authorisation: Board meeting of 31 July 2013. • Director concerned: Jacques Blanchard, Chief Executive Officer of your company. • Nature and purpose: severance pay for the Chief Executive Officer in the event of a forced departure before the end of his term of office. • Terms and conditions: in the event of the termination of his duties as Chief Executive Officer related to a change in control or strategy of the M.R.M. group (“Forced Departure”), Jacques Blanchard shall receive severance pay capped at €200,000, i.e. the amount of his gross annual fixed remuneration as Chief Executive Officer, as set by the Board on 29 May 2013 (the “Allowance”). This Allowance will be subject to prior verification of the Performance Condition defined below. The Performance Requirement shall be realised in a given financial year if one of the following criteria is matched consecutively during the two years immediately preceding the date of departure of the Chief Executive Officer:

Paris La Défense and Paris, 6 April 2018 The Statutory Auditors

Mazars Gilles Magnan

RSM Paris Hélène Kermorgant

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M.R.M. 2017 REGISTRATION DOCUMENT