4.4 Legal risk - Scor

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-
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