4.4 Legal risk - Scor

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Issued share capital The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2012, 2011 and 2010 were as follows: 2012 2011 2010 As at 1 January 192,021,303 187,795,401 185,213,031 Share capital increase – acknowledgement by the Board of Directors – 2 March 2010 - - 10,705 Share capital decrease – decision of the Board of Directors - 2 March 2010 - - (141,758) Share capital increase – exercise of stock options – 11 March 2010 - - 37,428 Share capital increase – exercise of stock options – 23 March 2010 - - 24,552 Share capital increase – exercise of stock options – 31 March 2010 - - 1,137 Share capital increase – exercise of stock options – 27 April 2010 - - 5,526 Share capital decrease – decision of the Board of Directors – 28 July 2010 - - (68,643) Share capital increase – exercise of stock options – 31 August 2010 - - 1,568 Share capital increase – exercise of stock options – 30 September 2010 - - 2,612 Share capital increase – exercise of stock options - 30 October 2010 - - 6,647 Share capital increase – exercise of stock options – 30 November 2010 - - 20,077 Share capital increase – exercise of stock options – 31 December 2010 - - 35,002 Share capital increase – exercise of stock options - Scrip dividends – 15 June 2010 - - 2,647,517 Share capital increase – exercise of stock options – 31 January 2011 - 38,617 - Share capital increase – exercise of stock options – 28 February 2011 - 42,140 - Share capital decrease – decision of the Board of Directors – 7 March 2011 - (146,663) - Share capital increase – exercise of stock options – 31 March 2011 - 5,117 - Share capital increase – exercise of stock options – 30 April 2011 - 1,000 - Share capital increase – exercise of stock options – 31 May 2011 - 24,595 - Share capital increase – exercise of stock options – 30 June 2011 - 2,134 - Share capital increase – exercise of warrants – 5 July 2011 - 4,250,962 - Share capital increase – exercise of stock options – 31 December 2011 - 8,000 - Share capital increase – exercise of stock options – 31 January 2012 17,486 - - Share capital increase – exercise of stock options – 29 February 2012 20,112 - - Share capital increase – exercise of stock options – 31 March 2012 131,447 - - Share capital increase – exercise of stock options – 30 April 2012 6,359 - - Share capital decrease – decision of the Board of Directors - 3 May 2012 (216,250) - - Share capital increase – exercise of stock options – 31 May 2012 2,500 - - Share capital increase – exercise of stock options – 30 June 2012 1,568 - - Share capital increase – exercise of stock options – 31 July 2012 4,000 - - Share capital increase – exercise of stock options – 31 August 2012 38,559 - - Share capital increase – exercise of stock options – 30 September 2012 186,490 - - Share capital increase – exercise of stock options – 31 October 2012 113,322 - - Share capital increase – exercise of stock options – 30 November 2012 5,566 - - Share capital increase – exercise of stock options – 31 December 2012 51,757 - - As at 31 December 192,384,219 192,021,303 187,795,401 Average nominal price per share in EUR 7.8769723 7.8769723 7.8769723 Share capital in EUR 1,515,405,164 1,512,546,485 1,479,259,172 238
In 2010 the movements were due to the following operations: • On 28 April 2010 the General Meeting of Shareholders proposed the option to pay dividend with issuance of new shares (scrip dividends). At the end of exercise period (2 June 2010), 2,647,517 new shares were issued for a total of EUR 21 million (plus EUR 21 million in additional paid capital). • During 2010 the Board decided upon two separate share capital reductions by cancellation of a total of 210,401 treasury shares for a total amount of EUR 1.6 million. • All other movements presented above relate to the issuance of shares on the exercise of stock options for EUR 2 million (EUR 1 million in share capital and EUR 1 million in additional paid-in capital). This resulted in the creation of 145,254 new shares throughout the year. In 2011, the movements were due to the following operations: • The Board of Directors held on 7 March 2011 decided to reduce the share capital by cancellation of 146,663 treasury shares for a total value of EUR 1.15 million. • On 5 July 2011, in the context of the contingent capital equity line, UBS exercised the number of warrants required for the issuance and subscription of 4,250,962 new SCOR shares for a global amount of EUR 75 million. • All other movements presented above relate to the issuance of shares on the exercise of stock options for EUR 1.9 million (EUR 0.9 million in share capital and EUR 1.0 million in additional paid-in capital). This resulted in the creation of 121,603 new shares throughout the year. In 2012, the movements were due to the following operations: • After recording the creation of 216,250 new ordinary shares further to the exercise of stock-options between 1 March 2011 and 30 April 2012, the Board of Directors held on 3 May 2012 decided to reduce the share capital by cancellation of 216,250 treasury shares for a total value of EUR 1.7 million. • All other movements presented above relate to the issuance of shares on the exercise of stock options for EUR 9.4 million (EUR 4.5 million in share capital and EUR 4.9 million in additional paid-in capital). This resulted in the creation of 579,166 new shares throughout the year. The shares issued in 2012, 2011 and 2010 were issued at a nominal price of EUR 7.8769723 per share. Treasury shares The number of shares held as treasury shares by the Company or its subsidiaries at 31 December 2012 amounted to 8,930,686 shares compared to 7,262,600 shares at the end of 2011. These treasury shares are not entitled to dividends. Contingent Capital Arrangement In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants on 17 December 2010 to UBS, each warrant committing UBS to subscribe for two new SCOR shares (maximum amount of EUR 150 million - including issuance premium available per tranche of EUR 75 million each - including issuance premium) when the aggregated amount of the estimated ultimate net losses resulting from eligible natural catastrophes incurred by the Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and SCOR’s share price drops below EUR 10. On 5 July 2011, SCOR drew EUR 75 million under the contingent capital facility due to the exceptional first quarter natural catastrophe events. UBS exercised the number of warrants required for the issuance and subscription by it of new SCOR shares in an aggregate amount of EUR 75 million and informed SCOR that it had placed the corresponding shares with investors in a private placement. SCOR issued 4,250,962 new ordinary shares on 11 July 2011 at an issuance price of EUR 17.643 per share (the exercise price of the warrants). These shares have been subscribed in full by UBS. The tranche not triggered had no impact on the dilutive earning per share, as the related increase in capital may never take place. On 16 May 2012, SCOR signed a new natural catastrophe financial coverage facility in the form of a contingent capital equity line with UBS. This new facility is an extension of its existing 2010 contingent capital equity line. Under this new equity line, SCOR benefits from an additional EUR 75 million financial coverage from 1 January 2012 to 31 December 2013, thereby increasing its existing contingent capital equity line from EUR 75 million to EUR 150 million. 239
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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
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11.1 Research and development activ
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studies and publications produced o
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12.1 Most significant trends in pro
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SCOR Global Life expects business o
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114 PROFIT FORECASTS OR ESTIMATES
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116 ADMINISTRATIVE AND MANAGEMENT B
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14 ADMINISTRATIVE AND MANAGEMENT BO
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Name Date of Birth Other principal
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Clariden Leu and from 10 January 20
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Name Age Current Position Executive
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of Alea Europe from 1999 to 2006, w
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134 REMUNERATION AND BENEFITS
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15 REMUNERATION AND BENEFITS 15.1 A
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and analysts; deepening of the empl
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Subscription and share purchase opt
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Year 2011 Year 2010 Premium/ Gross
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144 BOARD PRATICES
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16 BOARD PRATICES 16.1 Date of expi
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148 EMPLOYEES
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17 EMPLOYEES 17.1 Number of employe
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17.2.2 STOCK OPTIONS HELD BY THE ME
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Options exercised Number of stock o
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Plan Share award rights Price per s
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180 of the Commercial Code, options
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(5) Absolute appliance of Group’s
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The following table shows the free
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Shareholders meeting and Company's
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and, for the not tax resident of Fr
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17.4.2 DEFINED BENEFITS PENSION SCH
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18.1 Significant shareholders known
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Distribution of capital (number of
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On 4 July 2012, Alecta Pensionsför
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19.1 Related party transactions 177
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Amendment #7 to the retrocession ag
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The Board of Directors of SCOR SE,
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absorption of its wholly owned subs
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to the Facility Agreement granted/w
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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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Page 208 and 209: available and the reserves are adju
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Page 212 and 213: together with actuarial assumptions
Page 214 and 215: The following table sets forth the
Page 216 and 217: CASH FLOWS BY SEGMENT The cash flow
Page 218 and 219: SCOR recognised the redemption rece
Page 220 and 221: PRO FORMA STATEMENT OF INCOME 2011
Page 222 and 223: 2009 In EUR million (1) Provisional
Page 224 and 225: The Group conducted its annual asse
Page 226 and 227: 20.1.6.6 NOTE 6 - INSURANCE BUSINES
Page 228 and 229: (B) MOVEMENTS IN LEVEL 3 FINANCIAL
Page 230 and 231: Financial lease contracts The Group
Page 232 and 233: At 31 December 2012 and 2011, the u
Page 234 and 235: MORTALITY SWAPS On 1 January 2008,
Page 236 and 237: 20.1.6.10 NOTE 10 - ASSUMED AND CED
Page 240 and 241: CAPITAL MANAGEMENT POLICY, OBJECTIV
Page 242 and 243: Share-based payments The caption
Page 244 and 245: SCOR has entered into a cross-curre
Page 246 and 247: SCOR Global P&C The table below sho
Page 248 and 249: The table below is a reconciliation
Page 250 and 251: (C) SHARE OF RETROCESSIONAIRES IN C
Page 252 and 253: (c) Defined benefits pension cost 2
Page 254 and 255: The following table summarizes the
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Page 268 and 269: SIGNIFICANT SUBSIDIARIES, INVESTMEN
Page 270 and 271: 20.1.6.25 NOTE 25 - COMMITMENTS REC
Page 272 and 273: and documented before the pricing i
Page 274 and 275: (iv) Pandemic In Life reinsurance,
Page 276 and 277: Different types of GMDBs are covere
Page 278 and 279: (b) Receivables from retrocessionai
Page 280 and 281: (i) Default of pool members SCOR pa
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Page 284 and 285: On the other hand, an increase in i
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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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