4.4 Legal risk - Scor
4.4 Legal risk - Scor
4.4 Legal risk - Scor
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
21 ADDITIONAL INFORMATION<br />
21.1 Share capital<br />
21.1.1 AMOUNT OF ISSUED CAPITAL AND ADDITIONAL INFORMATION<br />
Date<br />
Amount of capital subscribed Number of shares outstanding<br />
(In EUR)<br />
2 March 2010 1,457,885,613.93 185,081,978<br />
28 July 2010 1,478,740,032 187,729,495<br />
31 December 2010 1,478,740,032 (1) 187,729,495 (1)<br />
7 March 2011 1,478,740,032 187,729,495<br />
11 July 2011 1,512,224,741.93 191,980,457<br />
31 December 2011 1,512,224,741.93 191,980,457 (2)<br />
7 March 2012 1,512,842,643.14 192,058,901<br />
3 May 2012 1,512,224,741.93 191,980,457<br />
31 December 2012 1,512,224,741.93 191,980,457 (3)<br />
05 March 2013 1,516,681,107.50 192,546,203<br />
All SCOR shares outstanding are fully paid up.<br />
The holders of bonds convertible and/or exchangeable into new or existing SCOR shares (OCEANEs) had the option until<br />
22 December 2009 included to exercise their share allotment right at rate of 0.117 SCOR share for each OCEANE<br />
exercised. On 23 December 2009, the Company acknowledged the conversion of 7,987,792 OCEANEs, resulting in the<br />
creation of 934,576 new SCOR shares. The OCEANEs non-exercised were reimbursed in cash on 4 January 2010. In<br />
compliance with Article L. 225-149 of the French Commercial Code, the Board of Directors, on 2 March 2010, acknowledged<br />
that 934,576 shares of a nominal value of EUR 7.8769723 each have been created on 31 December 2009 and that it<br />
resulted in an increase in capital of a total nominal amount of EUR 7,361,629.26 to the benefit of the holders of OCEANEs.<br />
The Board of Directors also brought the necessary amendments to the bylaws provisions relating to the share capital and to<br />
the number of shares composing it.<br />
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its<br />
fourth resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares<br />
and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new<br />
shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 2<br />
March 2010, the capital increase of EUR 84,322.99 by creation of 10,705 shares with a nominal value of EUR 7.8769723<br />
each.<br />
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 15 April 2009, in its<br />
twenty-first resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of<br />
Directors of SCOR SE decided on 2 March 2010 the share capital reduction of EUR 1,116,623.84 by cancellation of 141,758<br />
new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to<br />
avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the<br />
exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.<br />
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated 18 May 2004, in its<br />
fourth resolution to authorize the Board to grant to officers and employees options to subscribe for or purchase of shares<br />
and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new<br />
shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 28<br />
July 2010, the capital increase of EUR 540,699.01 by creation of 68,643 shares with a nominal value of EUR 7.8769723<br />
each.<br />
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its<br />
eighteenth resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of<br />
(1) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 28 July 2010, and stated in the by-laws of<br />
the Company as at 31 December 2010. It does not take into account the shares that could have been issued between 28 July 2010 and 31 December 2010 due to<br />
the exercise of stock-options. The figures that take these shares into account are referred to in Section 20.1.6 – Notes to the consolidated financial statements,<br />
Note 13 – Information on share capital, capital management, regulatory framework and shareholders 'equity<br />
(2) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 27 July 2011, and stated in the by-laws of<br />
the Company as at 31 December 2011. It does not take into account the shares that could have been issued between 7 March and 31 December 2011 due to the<br />
exercise of stock-options. The figures that take these shares into account are referred to in Section 20.1.6 – Notes to the consolidated financial statements, Note<br />
13 – Information on share capital, capital management, regulatory framework and shareholders 'equity<br />
(3) This figure corresponds to the share capital and to the number of shares as acknowledged by the Board of Directors on 3 May 2012 and stated in the by-laws of<br />
the Company as at 31 December 2012. It does not take into account the shares that could have been issued between 3 May 2012 and 31 December 2012 due to<br />
the exercise of stock options. The figures that take these shares into account are referred to in Section 20.1.6 – Notes to the consolidated financial statements,<br />
Note 13 – Information on share capital, capital management, regulatory framework ans shareholders’ equity.<br />
293