4.4 Legal risk - Scor

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21.1.7 HISTORY OF THE COMPANY’S SHARE CAPITAL FOR THE PERIOD COVERED BY THE HISTORIC FINANCIAL INFORMATION Shares Changes Successive amounts of capital Cumulative number of shares Issue Additional price Share capital paid-in capital Change in capital (in EUR) Number (in EUR) (in EUR) (in EUR) 31/12/2009 1,458,917,914 185,213,031 Exercise of subscription option 10.90 10,705 84,322.99 32,361.51 Cancellation of treasury shares N/A 141,758 1,116,623.84 None Exercise of subscription option 10.90 68,643 540,699.01 207,509.69 Cancellation of treasury shares N/A 68,643 540,699.01 None Payment of the dividend in shares 15.96 2,647,517 20,854,418.07 21,399,953.25 31/12/2010 1,479,259,172 187,795,401 Exercise of subscription option 10.9 22,671 178,578.84 68,535.06 Exercise of subscription option 15.9 48,587 382,718.45 389,814.85 Exercise of subscription option 18.3 42,345 333,550.39 441,363.11 Cancellation of treasury shares N/A 146,663 1,155,260.39 None Exercise of subscription option 17.58 8,000 63,015.78 77,624.22 Exercise of Warrants 17.64 4,250,962 33,484,709.92 41,502,259.76 31/12/2011 1,512,546,485 192,021,303 Exercise of subscription option 10.90 35,948 283,161.40 108,671.80 Exercise of subscription option 15.90 90,400 712,078.29 725,281.71 Exercise of subscription option 18.30 73,768 581,068.49 768,885.91 Cancellation of treasury shares NA 219,250 1,727,026.18 Néant Exercise of subscription option 17.58 188,500 1,484,809;28 1,829,020.72 Exercise of subscription option 15.63 193,550 1,52, 587.99 1,500,598.51 31/12/2012 1,515,405,164 192,384,219 For further detail please refer to Section 20.1.6.13 - Notes to the Consolidated financial statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity and to Appendix A - Notes to the Corporate Financial Statements, Note 5 - Shareholders' Equity. 300
21.2 Charter and Bylaws 21.2.1 CORPORATE PURPOSE OF THE ISSUER (ARTICLE 3 OF THE BYLAWS) As set forth in Article 3 of the bylaws (statuts), our corporate purpose includes the following: • insurance, reinsurance, cession or retrocession of business of any nature in all classes and in all countries, the assumption in any form of reinsurance contracts or liabilities of any French or foreign company, organization, entity or association, and creation, acquisition, rental, lease, installation and operation of any undertaking related to these activities; • the construction, lease, operation or purchase of any and all properties; • the acquisition and management of all securities and other equity rights by any means including but not limited to subscription, transfer or acquisition of shares, bonds, corporate rights, partnerships and other equity rights; • acquisition of equity investments or interests in any industrial, commercial, agricultural, financial, securities or real estate companies, the formation of any company, participation in any capital increases, mergers, demergers and spin-offs; • administration, management and control of any company or other undertaking, direct or indirect participation in all transactions carried out by such companies or undertakings by any means including, but not limited, to participation in any company or equity investment; • implementation and management of centralized cash resource management within the Group and the provision of services, to any Group company concerned, relating to the management and operations of centralized cash resources and; • generally all such industrial, commercial and financial transactions, or transactions involving moveable property and real estate, as may pertain directly or indirectly to the above stated corporate purpose or as may be related to or facilitate the implementation or pursuit thereof. 21.2.2 SUMMARY OF THE BYLAWS AND INTERNAL REGULATIONS OF THE COMPANY CONCERNING THE MEMBERS OF ITS ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES For further detail please refer to the report of the Chairman of the Board of Directors in Appendix B of the Registration Document. Directors Transactions in which Directors are materially interested French corporate law and the Company’s bylaws provide for prior approval and control of transactions entered into between, directly or indirectly, the Company and one of its Directors, Chief Executive Officer (Directeur Général), Chief Operating Officer (Directeur Général Délégué), any of its shareholders holding more than 10% of the registered capital or of the voting rights or, if a legal entity, the company controlling it within the meaning of article L. 233-3 of the French commercial code and, or any entity in which any of these persons is at the same time an owner, partner with unlimited liability, manager, director, member of the supervisory board or an executive officer, unless the transaction is entered into in the ordinary course of business and under normal terms and conditions. The interested party has the obligation to inform the Board of Directors as soon as it is aware of the existence of the related party transaction, and a majority of the disinterested Directors must approve the transaction in order to validly enforce the transaction. If a related party transaction is pre-approved by the majority of the disinterested Directors, the chairman must then report the authorized transaction to the statutory auditors within one month following the entering into of this transaction. The auditors must then prepare a special report on the transaction to be submitted to the shareholders at their next general meeting, during which the shareholders would consider the transaction for ratification (any interested shareholder would be excluded from voting). If the transaction is not ratified by the shareholders, such absence of ratification would normally and except in the case of fraud have no impact on the validity of the transaction, but the shareholders may in turn hold the Board of Directors or interested representative of the Company liable for any damages suffered as a result thereof. Any related party transaction concluded without the prior consent of a majority of the disinterested Directors can be voided by a court, if we incur a loss as a result. In addition, an interested related party may be held liable on this basis. Directors’ compensation Pursuant to article 13 of the Company’s bylaws, the Directors receive attendance fees (jetons de presence), the maximum aggregate amount of which, determined by the shareholders acting at a Shareholders’ Ordinary Annual Meeting, remains in effect until a new decision is made. 301
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NOTICE Certain statements contained
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1 Person responsible 8 1.1 Name and
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13 Profit forecasts or estimates 11
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8 PERSON RESPONSIBLE
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1 PERSON RESPONSIBLE 1.1 Name and t
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2.1 Auditors 13 2.2 Resignation or
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14 SELECTED FINANCIAL INFORMATION
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3 GROUP KEY FIGURES (UNDER CURRENT
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4.1 Risk related to the business en
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claims or surrenders of policies th
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B. Life reinsurance The main catego
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statutory reserve requirements or h
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B. SCOR is exposed to Guaranteed Mi
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4.1.9 FINANCIAL RATINGS PLAY AN IMP
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and amortization expenses related t
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F. Deposits with custodians As part
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4.2.2 SCOR FACES RISKS RELATED TO I
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Details of intangible assets, relat
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4.4.2 INCONSISTENT APPLICATION OF E
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See “Appendix B - II. Internal co
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5.1 History and development of the
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proportion of the voting rights hel
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Gerling Global Re Group, which deve
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5.2 Investments 5.2.1 PRINCIPAL INV
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6.1 Primary activities 53 6.2 Princ
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The targets of the strategic plan a
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B. Proportional and non-proportiona
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payment of commercial debts. Surety
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Long-Term Care Long-Term Care (“L
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with local lines of business and po
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transfer solutions (e.g., catastrop
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Retrocession procedures are central
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The portion invested in fixed incom
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6.2 Principal markets SCOR is chara
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On 6 March 2010, STOXX announced SC
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The premiums up for renewal, which
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75 ORGANIZATIONAL STRUCTURE
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E U R O P E 7 ORGANIZATIONAL STRUCT
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7.1.1.2 Project "New SCOR" In conne
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7.2 List of issuer’s significant
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8.1 Major existing or planned prope
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86 OPERATING AND FINANCIAL REVIEW
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9 OPERATING AND FINANCIAL REVIEW Th
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year ended 31 December 2012 down fr
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In 2011, SCOR was affected by the f
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31 March 2014. This transaction suc
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Net investment income and investmen
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IFRS classification In EUR million
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Combined ratio For detailed calcula
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10.1 Capital 103 10.2 Cash flow 103
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FINANCIAL LEVERAGE As at 31 Decembe
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11.1 Research and development activ
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studies and publications produced o
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12.1 Most significant trends in pro
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SCOR Global Life expects business o
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114 PROFIT FORECASTS OR ESTIMATES
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116 ADMINISTRATIVE AND MANAGEMENT B
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14 ADMINISTRATIVE AND MANAGEMENT BO
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Name Date of Birth Other principal
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Clariden Leu and from 10 January 20
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Name Age Current Position Executive
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of Alea Europe from 1999 to 2006, w
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134 REMUNERATION AND BENEFITS
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15 REMUNERATION AND BENEFITS 15.1 A
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and analysts; deepening of the empl
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Subscription and share purchase opt
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Year 2011 Year 2010 Premium/ Gross
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144 BOARD PRATICES
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16 BOARD PRATICES 16.1 Date of expi
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148 EMPLOYEES
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17 EMPLOYEES 17.1 Number of employe
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17.2.2 STOCK OPTIONS HELD BY THE ME
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Options exercised Number of stock o
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Plan Share award rights Price per s
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180 of the Commercial Code, options
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(5) Absolute appliance of Group’s
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The following table shows the free
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Shareholders meeting and Company's
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and, for the not tax resident of Fr
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17.4.2 DEFINED BENEFITS PENSION SCH
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18.1 Significant shareholders known
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Distribution of capital (number of
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On 4 July 2012, Alecta Pensionsför
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19.1 Related party transactions 177
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Amendment #7 to the retrocession ag
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The Board of Directors of SCOR SE,
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absorption of its wholly owned subs
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to the Facility Agreement granted/w
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adjusted on the date of departure b
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188 FINANCIAL INFORMATION CONCERNIN
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20 FINANCIAL INFORMATION CONCERNING
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LIABILITIES AS AT 31 DECEMBER In EU
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20.1.3 CONSOLIDATED STATEMENTS OF C
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20.1.5 CONSOLIDATED STATEMENTS OF C
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20.1.6 NOTES TO THE CONSOLIDATED FI
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• Amendments to IAS 19 - Employee
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Intangible assets The cost of intan
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(e) Cash and cash equivalents Cash
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Impairment of financial assets At e
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available and the reserves are adju
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Shadow accounting For the measureme
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together with actuarial assumptions
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The following table sets forth the
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CASH FLOWS BY SEGMENT The cash flow
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SCOR recognised the redemption rece
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PRO FORMA STATEMENT OF INCOME 2011
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2009 In EUR million (1) Provisional
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The Group conducted its annual asse
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20.1.6.6 NOTE 6 - INSURANCE BUSINES
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(B) MOVEMENTS IN LEVEL 3 FINANCIAL
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Financial lease contracts The Group
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At 31 December 2012 and 2011, the u
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MORTALITY SWAPS On 1 January 2008,
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20.1.6.10 NOTE 10 - ASSUMED AND CED
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Issued share capital The number of
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CAPITAL MANAGEMENT POLICY, OBJECTIV
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Share-based payments The caption
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SCOR has entered into a cross-curre
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SCOR Global P&C The table below sho
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The table below is a reconciliation
Page 250 and 251: (C) SHARE OF RETROCESSIONAIRES IN C
Page 252 and 253: (c) Defined benefits pension cost 2
Page 254 and 255: The following table summarizes the
Page 256 and 257: The table below presents the change
Page 258 and 259: The performance conditions will be
Page 260 and 261: In 2010 the tax rate change impact
Page 262 and 263: Applying the deferred tax netting m
Page 264 and 265: These expenses are further allocate
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Page 268 and 269: SIGNIFICANT SUBSIDIARIES, INVESTMEN
Page 270 and 271: 20.1.6.25 NOTE 25 - COMMITMENTS REC
Page 272 and 273: and documented before the pricing i
Page 274 and 275: (iv) Pandemic In Life reinsurance,
Page 276 and 277: Different types of GMDBs are covere
Page 278 and 279: (b) Receivables from retrocessionai
Page 280 and 281: (i) Default of pool members SCOR pa
Page 282 and 283: Additional information on the timin
Page 284 and 285: On the other hand, an increase in i
Page 286 and 287: The market sensitivities of the Gro
Page 288 and 289: 20.2 Auditing of historical consoli
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Page 292 and 293: 21.1 Share capital 293 21.2 Charter
Page 294 and 295: Directors of SCOR SE decided on 28
Page 296 and 297: Number initially authorized (date o
Page 298 and 299: Objective 1. Stimulation of the sec
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Page 304 and 305: maintained by BNP on our behalf. Ea
Page 306 and 307: Proxies may be granted by a shareho
Page 308 and 309: Shareholders’ Meeting that may ta
Page 310 and 311: 22 MATERIAL CONTRACTS None. 310
Page 312 and 313: 23.1 Expert’s report 313 23.2 Inf
Page 314 and 315: 314 DOCUMENTS ON DISPLAY
Page 316 and 317: 316 INFORMATION ON HOLDINGS
Page 318 and 319: 318 NON FINANCIAL INFORMATION
Page 320 and 321: 320 FEES PAID BY THE GROUP TO THE A
Page 322 and 323: 322 PUBLISHED INFORMATION
Page 324 and 325: 28 PUBLISHED INFORMATION 28.1 Infor
Page 326 and 327: Date Subject Marchés Financiers 27
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Page 330 and 331: 1.1 Significant events of the year
Page 332 and 333: 1.2 Balance sheet 1.2.1 BALANCE SHE
Page 334 and 335: 1.3 Income statement In EUR million
Page 336 and 337: In EUR million NON-UNDERWRITING ACC
Page 338 and 339: 1.5 NOTES TO THE CORPORATE FINANCIA
Page 340 and 341: 1.7 RECORDING OF REINSURANCE TRANSA
Page 342 and 343: 1.12 FINANCIAL INSTRUMENTS RECEIVED
Page 344 and 345: Name Original currency Share capita
Page 346 and 347: NOTE 4 - TRANSACTIONS WITH SUBSIDIA
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• EUR 44 million in reserves for
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NOTE 10 - ANALYSIS OF GENERAL EXPEN
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Number of which to Group directors
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NOTE 15 - ANALYSIS OF COMMITMENTS G
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Appeal of Versailles. On the basis
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aforementioned notes is appropriate
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362 APPENDIX B: REPORT OF THE CHAIR
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APPENDIX B: REPORT OF THE CHAIRMAN
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Pursuant to the Internal Charter, t
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Lastly, Directors are required to i
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The Audit Committee is composed of
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Every year, the conditions of remun
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Moreover, the Chairman and Chief Ex
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The Group SCOR consists of the pare
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Within this environment, control re
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organization, training sessions tar
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For SCOR Global Life: - an internal
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(D) INFORMATION AND COMMUNICATION
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• enhanced audit trail. The initi
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Other information We confirm that t
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APPENDIX C: GLOSSARY* *This glossar
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D DECENNIAL INSURANCE Decennial ins
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M MARINE AND AVIATION INSURANCE ALS
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RETROCESSION Transaction in which t
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elevant at the date of acquisition.
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1 Operating and financial review of
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1.2 Operating results of SCOR SE du
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3.2 Group social indicators 3.2.1 D
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As a global company organised into
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3.2.10 Distribution by age Indicato
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in cooperation with the company doc
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- The items pertain to the entire G
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• Two approaches have been develo
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POLLUTION AND WASTE MANAGEMENT Info
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BIODIVERSITY PROTECTION formation r
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The Group’s French subsidiaries a
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5.5 OTHER ACTIONS TAKEN IN SUPPORT
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7 STATUTORY AUDITORS’REPORT ON TH
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426 APPENDIX E: CROSS REFERENCE TAB
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European Company With a share capit
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