4.4 Legal risk - Scor

determination of the portion, if any, of the annual dividend that each shareholder will have the option to receive in Ordinary
Shares is also made at the ordinary general meeting of shareholders following a recommendation by the Board of Directors.
Dividends paid to non-residents are in principle subject to withholding tax.
Liquidation right (Article 22 of the company’s bylaws)
In the event the Company is liquidated, its assets remaining after payment of its debts, liquidation expenses and all of its
remaining obligations will be distributed in full first to repay the nominal value of the Ordinary Shares, then the surplus, if
any, will be distributed pro rata among the holders of Ordinary Shares in proportion to the nominal value of their
shareholdings and subject to any special rights granted to holders of preferred shares, if any.
Redemption of shares
Under French law, the Board of Directors is entitled to redeem a set number of shares as authorized by the extraordinary
shareholders’ meeting to the aim of a capital reduction not motivated by losses. In the case of such an authorization, the
shares redeemed must be cancelled within one month after the end of the offer to purchase such shares from shareholders.
The Company may also acquire its own shares without having to cancel them:
• Redemption to the aim of allocating them to the employees or to the officers of the Company (article L. 225-208 of
the French commercial code);
• Redemption in the context of a share buyback program (article L. 225-209 of the French commercial code).
Liability to further capital calls
Shareholders are liable for corporate liabilities only up to their contributions.
Share buy-back or conversion clause
The bylaws stipulate no share buy-back or conversion clause.
Pre-emptive subscription rights for securities of the same class
Under current French regulations, and in particular Article L. 225-132 of the French Commercial Code, any cash capital
increase gives a pre-emptive right for shareholders to subscribe to new shares which is proportional to the amount of their
shares.
The Shareholders’ Meeting which decides or authorizes a capital increase may, under Article L. 225-135 of the French
Commercial Code, eliminate the pre-emptive subscription right for the entire capital increase or for one or more segments of
said increase and may allow or not allow a priority subscription period for shareholders. When the issue is carried out
through a public offering or through an offer referred to in Article L.411-2, II of the French Financial and Monetary Code
without pre-emptive subscription rights, the issue price must be set according to Article L 225-136 of the French Commercial
Code.
In addition, the Shareholders’ Meeting which decides on a capital increase may reserve it for named persons or categories
of persons corresponding to specific characteristics, in application of Article L. 225-138 of the French Commercial Code.
The Shareholders’ Meeting may also reserve it for shareholders of another company that is the target of a public exchange
offer initiated by the Company pursuant to Article L. 225-148 of the French Commercial Code or for certain persons in the
context of contributions in kind in application of Article L. 225-147 of the French Commercial Code.
Jointly held shares
Subject to legal provisions concerning voting rights in meetings and the right to communication conferred on shareholders,
shares are not divisible with regard to the Company, so that joint co-owners are required to be represented with the
Company by one of said co-owners or by a single agent, appointed by the Court in the event of disagreement.
21.2.4 FORM, HOLDING AND TRANSFER OF ORDINARY SHARES
Form of Ordinary Shares
Article 7 of SCOR SE’s bylaws (“statuts”) provides that Ordinary Shares may be held in registered or bearer form, at the
option of the shareholder.
Holding of Ordinary Shares
In accordance with French law concerning dematerialization (“dematerialisation”) of securities, the ownership rights of
holders of the Ordinary Shares are not represented by share certificates but by book entries. Equity securities, such as the
Ordinary Shares, may be held in either bearer or registered form, and a holder of equity securities may change from one
form of holding to the other.
We maintain a share account with Euroclear France in respect of all Ordinary Shares in registered form (the “Company
Share Account”), which, in France, is administered by BNP Paribas (“BNP”) acting on our behalf as our agent. Ordinary
Shares held in registered form are inscribed in the name of each shareholder (either directly, or, at the shareholder’s
request, through such shareholder’s accredited intermediary) in separate accounts (the “Shareholder Accounts”)
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