4.4 Legal risk - Scor

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Plan Share award rights Price per share (EUR) Transaction (EUR) Transfer date 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 266,000 2,576,620 Paolo De Martin 2007 Plan 50,000 15.17 758,500 05/25/2011 2008 Plan 36,000 17.55 631,800 05/08/2012 2009 Plan 48,000 18.885 906,480 03/17/2013 2010 Plan 48,000 19.815 951,120 03/03/2014 2011 Plan 48,000 - - 03/08/2015 2011 – 2019 Long Term Incentive Plan 48,000 - - 09/02/2019 2012 Plan 48,000 - - 03/20/2016 Total 326,000 3,247,900 Gilles Meyer 2006 Plan 12,000 14.88 178,560 07/05/2008 2007 Plan 30,000 15.17 455,100 05/25/2009 2008 Plan 36,000 17.55 631,800 05/08/2010 2009 Plan 48,000 18.885 906,480 03/17/2011 2010 Plan 48,000 19.815 951,120 03/03/2012 2011 Plan 40,000 - - 03/08/2013 2011 - 2019 Long Term Incentive Plan 40,000 - - 09/02/2017 Total 254,000 3,123,060 Victor Peignet 2004 Plan - Tranche A 7,500 1<strong>4.4</strong>0 108,000 01/10/2005 2004 Plan – Tranche B - - - 11/10/2005 2004 Plan – Forfeiture - redistribution 10,500 17.97 188,685 09/01/2007 2005 Plan 20,000 17.97 359,400 09/01/2007 2006 Plan 25,000 14.88 372,000 07/05/2008 2007 Plan 35,000 15.17 530,950 05/25/2009 2008 Plan 36,000 17.55 631,800 05/08/2010 2009 Plan 48,000 18.885 906,480 03/17/2011 2010 Plan 48,000 19.815 951,120 03/03/2012 2011 Plan 48,000 - - 03/08/2013 2011 - 2019 Long Term Incentive Plan 48,000 - - 09/02/2017 2012 Plan 48,000 - - 03/20/2014 2012 Plan (PPP) (1) 5 - - 07/27/2014 Total 374,005 4,048,435 Paul Rutledge 2011 Plan 24,000* - - 09/02/2015 2011 - 2019 Long Term Incentive Plan 48,000 - - 09/02/2019 2012 Plan 48,000 - - 03/20/2016 Total 120,000 - Philippe Trainar 2006 Plan 10,000 14.88 148,800 07/05/2008 2007 Plan 10,000 15.17 151,700 05/25/2009 2008 Plan 10,000 16.55 165,500 08/27/2010 2009 Plan 12,000 18.885 226,620 03/17/2011 2010 Plan 40,000 19.815 792,600 03/03/2012 2011 Plan 40,000 - - 03/08/2013 2011 - 2019 Long Term Incentive Plan 40,000 - - 09/02/2017 2012 Plan 40,000 - - 03/20/2014 2012 Plan (PPP) (1) 5 - - 07/27/2014 Total 202,005 1,485,220 François de Varenne 2005 Plan 7,000 17.97 125,790 09/01/2007 2006 Plan 15,000 14.88 223,200 11/08/2008 2007 Plan 20,000 15.17 303,400 05/25/2009 156
Plan Share award rights Price per share (EUR) Transaction (EUR) Transfer date 2008 Plan 24,000 17.55 421,200 05/08/2010 2009 Plan 32,000 18.885 604,320 03/17/2011 2010 Plan 40,000 19.815 792,600 03/03/2012 2011 Plan 40,000 - - 03/08/2013 2011 - 2019 Long Term Incentive Plan 40,000 - - 09/02/2017 2012 Plan 40,000 - - 03/20/2014 2012 Plan (PPP) (1) 5 - - 07/27/2014 Total 258,005 2,470,510 General total 2,917,015 28,003,713 (*) In addition, in 2011, a limited number of executive members of Transamerica Re received, as a special measure in the course of the completion of the acquisition of Transamerica Re, a specific Integration Deferred Bonus paid in SCOR shares (141,500 free shares and performance shares for 15 Partners including 24,000 performance shares for Paul Rutledge) All these shares, potentially transferable on 11 August 2013, are subject to the satisfaction of performance and presence conditions. (1) This collective free shares Plan to the employees of the Company that are France residents, under the collective agreement signed on 20 July 2012 as part of the negotiations with the social partners of France, concerning the profit-sharing arrangement established by the 28 July 2011 law which relates to financing for social security in 2011. This plan provides an identic allocation of 5 free shares without a presence condition nor a performance condition. The attribution of shares since 2008 is subject to the satisfaction of performance conditions. Thus, a third of the number of shares awarded on 07 May 2008, an half of the shares awarded on 16 March 2009 and all the shares awarded since 2 March 2010 are subject to the satisfaction of performance conditions. However all the shares allocated since 16 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. 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. 17.3 Plans providing employee participation in Company Refer to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 - Provisions for employee benefits and Appendix A – Unconsolidated Corporate financial statements of SCOR SE, Note 13 – Employee share-ownership plans. 17.3.1 STOCK OPTION PLANS On 4 May 2011, the General Shareholder’s meeting of the Company's Board of Directors has authorized, in its twenty-eighth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of staff members and the corporate officer, of the Company and companies or groups linked to it in terms of Article L.225-180 of the Commercial Code, options entitling to the subscription of new ordinary shares of the Company in issue as to increase its capital, as well as options entitling to purchase shares of the Company from acquisitions made by it as provided by law within the limits of a number of options giving right to a maximum of three million (3,000,000) of shares. This authorization was given for a period of eighteen months from 4 May 2011 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 28 April 2010. On 3 May 2012, the General Shareholder’s meeting of the Company's Board of Directors had authorized, in its eighteenth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of Article L.225- 157
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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
Page 106 and 107: 11.1 Research and development activ
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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 154 and 155: Options exercised Number of stock o
Page 158 and 159: 180 of the Commercial Code, options
Page 160 and 161: (5) Absolute appliance of Group’s
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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
Page 204 and 205: (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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