4.4 Legal risk - Scor

17.3.2 SHARE ALLOCATION PLANS
On 4 May 2011, the Shareholder’s Meeting of the Company, in its twenty-ninth resolution, has authorized the Company’s
Company's Board of Directors to make, on one or more occasions, the staff members or to the corporate officer of the
Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French Commercial Code, free
allotments of existing or yet-to-be-issued shares of the Company and resolved that the Company's Board of Directors of the
Company would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of
the shares.
The Shareholders’ Meeting also decided that (i) the total number of free shares granted under this authorization may not
exceed 3,000,000 Shares, (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a
minimum set at two years for tax residents of France and a minimum of 4 years for beneficiaries not tax residents of France,
(iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the
end of the vesting period for tax residents of France and that the retention period for beneficiaries not tax residents of
France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the
lengths of the acquisition period and the holding obligation period.
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 Shareholder’s Meeting of the Company, in its nineteenth resolution, had authorized the Company’s
Board of Directors to make, on one or more occasions, to the staff members or to the corporate officer of the Company and
of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French Commercial Code, free allotments of
existing or yet-to-be-issued shares of the Company and resolved that the Company's Board of Directors of the Company
would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of the
shares.
The Shareholders’ Meeting also decided that (i) the total number of free shares granted under this authorization may not
exceed 4,000,000 Shares, (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a
minimum set at two years for tax residents of France and a minimum of 4 years for beneficiaries not tax residents of France,
(iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the
end of the vesting period for tax residents of France and that the retention period for beneficiaries not tax residents of
France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the
lengths of the acquisition period and the holding obligation period.
This authorization was given for a period of eighteen months from 3 May 2012 and had canceled and replaced, for the
unused portion thereof, the previous authorization as at 4 May 2011.
19 March 2012 performance shares and free shares
Following the authorization by the Shareholders' Meeting on 4 May 2011, the Company's Board of Directors of 19 March
2012, on the proposal of the Compensation and Nominations Committee of 19 March 2012, decided to grant performance
shares to the members of the Executive Committee (except the Chairman and Chief Executive Officer), to Partners and
grant also collective free shares to each employee non Partner of the Group.
The Company's Board of Directors of 19 March 2012, on the proposal of the Compensation and Nominations Committee of
19 March 2012, decided to allocate 304,000 performance shares to the members of the Executive Committee (except to the
Chairman and Chief Executive Officer).
The Chairman and CEO, under the authority given by the Board of Directors held on 19 March 2012 for the implementation
of this plan, allocated on 19 March 2012 1,218,700 performance shares to the other Partners of the Company and 168,240
free shares to Non Partners of the Company.
The conditions of the plan are similar to those previously decided by SCOR (notably as regards to the presence condition),
with a vesting period of 2 years for the tax residents of France (and an obligation to retain shares for a period of two years
after the end of the vesting period), and of four years for the beneficiaries not tax resident of France.
All the shares awarded to the Executive Committee members and Senior Global Partners and half of the allocations
awarded to the other (less Senior Global Partners) beneficiaries, are subject to the satisfaction of performance conditions.
The free shares awarded to the Non Partners as part of collective free shares are not subject to the performance conditions.
The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of
the four other conditions listed below are met:
(1) SCOR financial strength by S&P rating must be maintained (minimum) “A” in 2012 and 2013;
(2) SCOR Global P&C’s combined ratio must be less than or equal to 102% on average in 2012 and 2013;
(3) SCOR Global Life’s technical margin must be higher than or equal to 3% on average in 2012 and 2013;
(4) The SCOR group’s ROE for the financial years ending 31 December 2012 and 31 December 2013 must be higher
than 300 points above the risk-free rate on average.
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