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4.4 Legal risk - Scor

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Options<br />

exercised<br />

Number of<br />

stock options<br />

underlying<br />

shares<br />

Price<br />

(EUR)<br />

Potential<br />

transaction<br />

volume (EUR)<br />

Date of plans<br />

François de<br />

Varenne - 7,308 09/16/2005 15.90 116,197<br />

- 15,688 09/14/2006 18.30 287,090<br />

- 20,000 09/13/2007 17.58 351,600<br />

- 24,000 05/22/2008 15.63 375,120<br />

- 32,000 03/23/2009 14.917 477,344<br />

- 40,000 03/18/2010 18.40 736,000<br />

- 40,000 03/22/2011 19.71 788,400<br />

- 40,000 03/23/2012 20.17 806,800<br />

Total 218,996 3,938,551<br />

Exercise<br />

period<br />

09/16/2009 to<br />

09/15/2015<br />

09/15/2010 to<br />

09/14/2016<br />

09/13/2011 to<br />

09/12/2017<br />

05/22/2012 to<br />

05/21/2018<br />

03/23/2013 to<br />

03/22/2019<br />

03/19/2014 to<br />

03/18/2020<br />

03/23/2015 to<br />

03/22/2021<br />

03/24/2016 to<br />

03/23/2022<br />

General Total 2,504,907 45,270,431<br />

Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF:<br />

The Company's Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate Officer<br />

is required to retain as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at<br />

least 10% of the performance shares granted until the termination of his duties.<br />

In addition to these conditions specified above, the Company's Board of Directors of 12 December 2008 decided that for all<br />

the grants posterior to that date, the Corporate Officer is required to buy on the market a number of shares equal to 5% of<br />

the number of performance shares granted as soon as these shares may be sold.<br />

Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also<br />

made a commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which<br />

have been granted to him for the whole duration of the term of his office.<br />

The options granted during financial year ended 31 December 2003 and after are options to subscribe stocks.<br />

No options have been granted by a related company as defined by article L.225-180 of the French Commercial Code.<br />

The allocation of stock options since 2008 is subject if necessary to the satisfaction of performance conditions. Thus, a third<br />

of the number of options awarded on 22 May 2008, half of the options awarded on 23 March 2009 and all the options<br />

awarded since 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated<br />

since 23 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to<br />

17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers<br />

on 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance<br />

conditions applicable to the stock-options.<br />

154

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