MRM_REGISTRATION_DOCUMENT_2017

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General information on the issuer and its share capital

Information about the share capital

3.1.11 Shareholders’ rights

“Voting rights attached to equity shares or bonus shares are equal to the portion of the capital they represent, and each share carries at least one voting right. Double voting rights are granted to all fully paid-up shares which have been registered for at least two years, in the name of the same shareholder, under the terms and conditions provided for by law. In the case where share ownership rights are split, the usufructuary has the voting rights in Ordinary General Meetings and the bare owner has the voting rights in Extraordinary General Meetings.

Any natural or legal person crossing, either up or down, a share ownership or voting rights threshold of 2.5% or a multiple thereof (5%, 7.5% and so on) must notify the Company within 15 days after the threshold is crossed of the number of shares they hold. This obligation ceases to apply above a threshold of 32.5% of the share capital or voting rights, as the case may be.” (Article 8 of the Articles of Association). Shareholders’ rights can be modified as provided by law.

Information about the share capital

3.2

3.2.1 Share capital

The share capital amounts to €43,667,813. It is made up of 43,667,813 fully paid-up shares of identical class with a par value of €1 each. Fully paid-up shares are in either registered or bearer form, at the discretion of the shareholder, subject to the relevant legal provisions in force (Articles 6 and 7 of the Articles of Association).

The share capital can be changed as provided by law. The total number of theoretical voting rights as of 31 December 2017 and 31 March 2018 was 54,548,241 and 54,520,093, respectively. Restated for treasury shares, the actual number of voting rights as of 31 December 2017 and 31 March 2018 was 54,513,229 and 54,477,081, respectively.

3.2.2 Unissued authorised share capital

As of 31 December 2017, no authorisation was in force empowering the Board of directors to carry out capital increases by issuing shares or securities giving immediate or future access to the Company’s share capital.

3.2.3 Convertible securities

None.

3.2.4 Non-equity securities

At the date of this Registration Document, there are no securities existing which do not represent the Company’s share capital.

3.2.5 Securities giving access to the capital

None. No securities have been issued that would give access to the capital, and whose exercise would be likely to have a dilutive effect on the Company’s shareholders.

3.2.6 Summary of current authorisations

None.

M.R.M. 2017 REGISTRATION DOCUMENT

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