4.4 Legal risk - Scor

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Options exercised Number of stock options underlying shares Price (EUR) Potential transaction volume (EUR) Date of plans François de Varenne - 7,308 09/16/2005 15.90 116,197 - 15,688 09/14/2006 18.30 287,090 - 20,000 09/13/2007 17.58 351,600 - 24,000 05/22/2008 15.63 375,120 - 32,000 03/23/2009 14.917 477,344 - 40,000 03/18/2010 18.40 736,000 - 40,000 03/22/2011 19.71 788,400 - 40,000 03/23/2012 20.17 806,800 Total 218,996 3,938,551 Exercise period 09/16/2009 to 09/15/2015 09/15/2010 to 09/14/2016 09/13/2011 to 09/12/2017 05/22/2012 to 05/21/2018 03/23/2013 to 03/22/2019 03/19/2014 to 03/18/2020 03/23/2015 to 03/22/2021 03/24/2016 to 03/23/2022 General Total 2,504,907 45,270,431 Reminder of the specific award conditions applicable to the Corporate Officer in respect of the principles AFEP / MEDEF: The Company's Board of Directors of 3 April 2007 decided that for all the grants posterior to that date, the Corporate Officer is required to retain as registered shares at least 10% of the shares issued from the exercise of stock-options granted and at least 10% of the performance shares granted until the termination of his duties. In addition to these conditions specified above, the Company's Board of Directors of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market a number of shares equal to 5% of the number of performance shares granted as soon as these shares may be sold. Finally, in compliance with the AFEP and MEDEF recommendation applicable to the Executive Corporate Officer, he also made a commitment not to resort to the use of hedging instruments on the stock options and/or performance shares which have been granted to him for the whole duration of the term of his office. The options granted during financial year ended 31 December 2003 and after are options to subscribe stocks. No options have been granted by a related company as defined by article L.225-180 of the French Commercial Code. The allocation of stock options since 2008 is subject if necessary to the satisfaction of performance conditions. Thus, a third of the number of options awarded on 22 May 2008, half of the options awarded on 23 March 2009 and all the options awarded since 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated since 23 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance conditions applicable to the stock-options. 154
Stock options granted to the top ten non-officer employees and exercised by them Number of shares underlying stocks options granted Weighted average price (EUR) Plans Number of shares underlying the stock options granted during the financial year by the issuer and by any company included in the scope of allocation of the options to the ten employees of the issuer and of any company included in such scope, whose number of shares thus purchased or granted is the highest (aggregate information) 394,000 20.17 23 March 2012 Number of shares underlying the stock options held on the issuer and on the companies referred to above and exercised during the financial year by the ten employees of the isuer or these companies, whose number of options thus purchased or subscribed is the highest (aggregate information) 101,715 16.03 25 August2004, 16 September 2005, 14 September 2006, 13 September 2007 et 10 September 2008 For more information on the stock option plans or stock purchase plans, refer to Appendix A – 1.5. Notes to the corporate Financial Statements, Note 12 – Stock Options. 17.2.3 FREE ALLOCATION OF SHARES TO EXECUTIVE COMMITTEE MEMBERS AND OTHER COMPANY OFFICERS AS AT 31 DECEMBER 2012 The table below presents the share allocation plans awarded to the members of the Executive Committee on 31 December 2012: Plan Share award rights Price per share (EUR) Transaction (EUR) Transfer date Denis Kessler 2004 Plan – Tranche A 18,750 1<strong>4.4</strong>0 270,000 01/10/2005 2004 Plan – Tranche B - - 11/10/2005 2004 Plan – Forfeiture – redistribution 26,250 17.97 471,713 09/01/2007 2005 Plan 45,000 17.97 808,650 09/01/2007 2006 Plan 55,000 14.88 818,400 07/05/2008 2007 Plan 80,000 15.17 1,213,600 05/25/2009 2008 Plan 75,000 17.55 1,316,250 05/08/2010 2009 Plan 125,000 18.885 2,360,625 03/17/2011 2010 Plan 125,000 19.815 2,476,875 03/03/2012 2011 Plan 125,000 - - 03/08/2013 2011 – 2019 Long Term Incentive Plan 125,000 - - 09/02/2017 2012 Plan 125,000 - - 05/04/2014 Total 925,000 9,736,113 Frieder Knüpling 2006 Plan 5,000 14.88 74,400 11/24/2008 2007 Plan 5,000 15.17 75,850 05/25/2011 2008 Plan 15,000 16.55 248,250 08/27/2012 2009 Plan 15,000 18.885 283,275 03/17/2013 2010 Plan 32,000 19.815 634,080 03/03/2014 2011 Plan 40,000 - - 03/08/2015 2011 – 2019 Long Term Incentive Plan 40,000 - - 09/02/2019 2012 Plan 40,000 - - 03/20/2016 Total 192,000 1,315,855 Benjamin Gentsch 2007 Plan 50,000 15.17 758,500 05/25/2009 2008 Plan 24,000 17.55 421,200 05/08/2012 2009 Plan 32,000 18.885 604,320 03/17/2013 2010 Plan 40,000 19.815 792,600 03/03/2014 155
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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
Page 104 and 105: FINANCIAL LEVERAGE As at 31 Decembe
Page 106 and 107: 11.1 Research and development activ
Page 108 and 109: studies and publications produced o
Page 110 and 111: 12.1 Most significant trends in pro
Page 112 and 113: SCOR Global Life expects business o
Page 114 and 115: 114 PROFIT FORECASTS OR ESTIMATES
Page 116 and 117: 116 ADMINISTRATIVE AND MANAGEMENT B
Page 118 and 119: 14 ADMINISTRATIVE AND MANAGEMENT BO
Page 120 and 121: Name Date of Birth Other principal
Page 128 and 129: Clariden Leu and from 10 January 20
Page 130 and 131: Name Age Current Position Executive
Page 132 and 133: of Alea Europe from 1999 to 2006, w
Page 134 and 135: 134 REMUNERATION AND BENEFITS
Page 136 and 137: 15 REMUNERATION AND BENEFITS 15.1 A
Page 138 and 139: and analysts; deepening of the empl
Page 140 and 141: Subscription and share purchase opt
Page 142 and 143: Year 2011 Year 2010 Premium/ Gross
Page 144 and 145: 144 BOARD PRATICES
Page 146 and 147: 16 BOARD PRATICES 16.1 Date of expi
Page 148 and 149: 148 EMPLOYEES
Page 150 and 151: 17 EMPLOYEES 17.1 Number of employe
Page 152 and 153: 17.2.2 STOCK OPTIONS HELD BY THE ME
Page 156 and 157: Plan Share award rights Price per s
Page 158 and 159: 180 of the Commercial Code, options
Page 160 and 161: (5) Absolute appliance of Group’s
Page 162 and 163: The following table shows the free
Page 164 and 165: Shareholders meeting and Company's
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Page 168 and 169: 17.4.2 DEFINED BENEFITS PENSION SCH
Page 170 and 171: 18.1 Significant shareholders known
Page 172 and 173: Distribution of capital (number of
Page 174 and 175: On 4 July 2012, Alecta Pensionsför
Page 176 and 177: 19.1 Related party transactions 177
Page 178 and 179: Amendment #7 to the retrocession ag
Page 180 and 181: The Board of Directors of SCOR SE,
Page 182 and 183: absorption of its wholly owned subs
Page 184 and 185: to the Facility Agreement granted/w
Page 186 and 187: adjusted on the date of departure b
Page 188 and 189: 188 FINANCIAL INFORMATION CONCERNIN
Page 190 and 191: 20 FINANCIAL INFORMATION CONCERNING
Page 192 and 193: LIABILITIES AS AT 31 DECEMBER In EU
Page 194 and 195: 20.1.3 CONSOLIDATED STATEMENTS OF C
Page 196 and 197: 20.1.5 CONSOLIDATED STATEMENTS OF C
Page 198 and 199: 20.1.6 NOTES TO THE CONSOLIDATED FI
Page 200 and 201: • Amendments to IAS 19 - Employee
Page 202 and 203: 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
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(C) SHARE OF RETROCESSIONAIRES IN C
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(c) Defined benefits pension cost 2
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The following table summarizes the
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The table below presents the change
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The performance conditions will be
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In 2010 the tax rate change impact
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Applying the deferred tax netting m
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These expenses are further allocate
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In the event of termination of the
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SIGNIFICANT SUBSIDIARIES, INVESTMEN
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20.1.6.25 NOTE 25 - COMMITMENTS REC
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and documented before the pricing i
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(iv) Pandemic In Life reinsurance,
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Different types of GMDBs are covere
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(b) Receivables from retrocessionai
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(i) Default of pool members SCOR pa
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Additional information on the timin
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On the other hand, an increase in i
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The market sensitivities of the Gro
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20.2 Auditing of historical consoli
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Other information audited by the le
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21.1 Share capital 293 21.2 Charter
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Directors of SCOR SE decided on 28
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Number initially authorized (date o
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Objective 1. Stimulation of the sec
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21.1.7 HISTORY OF THE COMPANY’S S
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Board of Directors’ borrowing pow
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maintained by BNP on our behalf. Ea
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Proxies may be granted by a shareho
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Shareholders’ Meeting that may ta
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22 MATERIAL CONTRACTS None. 310
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23.1 Expert’s report 313 23.2 Inf
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314 DOCUMENTS ON DISPLAY
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316 INFORMATION ON HOLDINGS
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318 NON FINANCIAL INFORMATION
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320 FEES PAID BY THE GROUP TO THE A
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322 PUBLISHED INFORMATION
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28 PUBLISHED INFORMATION 28.1 Infor
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Date Subject Marchés Financiers 27
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328
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1.1 Significant events of the year
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1.2 Balance sheet 1.2.1 BALANCE SHE
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1.3 Income statement In EUR million
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In EUR million NON-UNDERWRITING ACC
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1.5 NOTES TO THE CORPORATE FINANCIA
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1.7 RECORDING OF REINSURANCE TRANSA
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1.12 FINANCIAL INSTRUMENTS RECEIVED
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Name Original currency Share capita
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NOTE 4 - TRANSACTIONS WITH SUBSIDIA
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(b) Financial liabilities • Initi
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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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4.4 Legal risk - Scor

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