4.4 Legal risk - Scor

Directors of SCOR SE decided on 28 July 2010 the share capital reduction of EUR 540,699.01 by cancellation of 68,643
new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to
avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the
exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
Pursuant to the decision of the Ordinary Shareholders General Meeting of the Company dated 28 April 2010, in its second
resolution, to distribute, for the 2009 fiscal year, a dividend of one Euro (EUR 1) per share and in its third resolution to offer
each shareholder the option to choose between the payment of a dividend in cash or in new shares to be set at a price
equal to 90% of the volume-weighted average price quoted during the twenty trading days preceding the date of this
General Shareholders’ Meeting, less the net amount of the dividend, rounded up to the nearest cent, i.e., EUR 15.96 per
share (including EUR 7.8769723 of nominal value and EUR 8.0830277 of issuance premium, the Board of Directors
acknowledged, on 28 July 2010 :
• the issuance, on 15 June 2010, in consideration of the dividend, of 2,647,517 new shares of a nominal value of
EUR 7.8769723 each, with entitlement to all benefits as at the 1 January 2010, and
• that these 2,647,517 new shares have been issued at a price of EUR 15.96, i.e., a total subscription amount of
EUR 42,254,371.32 (including EUR 20,854,418.07 of nominal value and EUR 21,399,953.25 of issuance
premium).
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated (i) 18 May 2004, in its
fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the Board to
grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first
meeting following the year end of the Company, the number and amount of new shares issued during that period following
the exercise of options, the Board of Directors of SCOR SE acknowledged, on 7 March 2011, the capital increase of EUR
1,155,260.40 by creation of 146,663 shares with a nominal value of EUR 7.8769723 each.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company on 28 April 2010, in its
eighteenth resolution to authorize the Board to reduce the share capital by cancellation of treasury shares, the Board of
Directors of SCOR SE decided on 7 March 2011 the share capital reduction of EUR 1,155,260.40 by cancellation of 146,663
new treasury shares with a nominal value of EUR 7.8769723 each. The reason for such decision of capital reduction is to
avoid any dilutive effect of the exercise of stock-options upon the share capital. Therefore, any issuance of shares due to the
exercise of stock-options is, from time to time, neutralized by the cancellation of the exact same amount of treasury shares.
Pursuant to the decision of the Extraordinary Shareholders General Meeting of the Company dated 28 April 2010, in its
seventeenth resolution to authorize the Board to grant the issuance of shares and/or of securities granting access to capital
or giving entitlement to a debt instrument, with cancellation of preferential subscription rights, reserved for one category of
entities, insuring the underwriting of the company’s equity securities, SCOR SE decided, on 5 July 2011, to issue a
drawdown notice of EUR 75 million under the contingent capital facility placed at its disposal by UBS whom exercised the
adequate number of warrants on 11 July 2011 creating the issuance of 4,250,962 new ordinary shares, each of a nominal
value of EUR 7.8769723. On 27 July 2011, le Board of Directors of SCOR SE acknowledged that the share capital of the
company amounted to EUR 1,512,224,741.93.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated (i) 18 May 2004, in its
fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the Board to
grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first
meeting following the year end of the Company, the number and amount of new shares issued during that period following
the exercise of options, the Board of Directors of SCOR SE acknowledged, on 7 March 2012, the capital increase of EUR
617,901.21 by creation of 78,444 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated (i) 18 May 2004, in its
fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the Board to
grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first
meeting following the year end of the Company, the number and amount of new shares issued during that period following
the exercise of options, the Board of Directors of SCOR SE acknowledged, on 3 May 2012, the capital increase of EUR
1,085,494.04 by creation of 137,806 shares with a nominal value of EUR 7.8769723 each.
According to the decision of the Shareholders General Meeting of the Company dated 3 May 2012, the Board of Directors of
the Company decided on 3 May 2012 the share capital reduction of EUR 1. 703.397,26 by cancellation of 216,250 treasury
shares to reduce the share capital from EUR 1,513,928,137,19 to EUR 1,512,224,741,93, dived by 191,980,457 ordinary
shares. The reason for such decision of capital reduction is to avoid any dilutive effect of the exercise of stock-options upon
the share capital.
As a result, on the date of the Registration Document, the registered share capital of SCOR SE is EUR 1,516,681,107.50
divided into 192,546,203 shares with a par value of EUR 7.8769723 each.
To the Company’s knowledge, there is no significant pledge on the SCOR SE’s shares.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 25 – Commitments received and granted for
a description of the pledges on the Company’s assets.
294