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
Number of shares authorized for convertible securities and under stock option plans Issuance of warrants At 31 Dec. 2011 At 31 Dec. 2012 On the date of the Registration Document Date of availability of the warrants Expiration date 17 Dec. 2010 14,791,886 819,8,9,81 18,910,012 1 Jan. 2011 31 Dec. 2013 Stock option At 31 Dec. At 31 Dec. On the date of plans 2011 2012 the Registration Date of availability of options Expiration date Document 28 Feb 2003 102,799 101,579 8,8910, 28 Feb 2007 28 Feb 2013 3 June 2003 129,316 811912, 811912, 3 June 2007 3 June 2013 25 Aug 2004 163,120 125,604 125,604 26 Aug 2008 26 Aug 2014 16 Sept 2005 416,569 78,9210 78,9210 16 Sept 2009 16 Sept 2015 14 Sept 2006 675,000 101917, 101917, 15 Sept 2010 15 Sept 2016 14 Dec 2006 147,500 8219,,, 145,000 15 Dec 2010 15 Dec 2016 13 Sept 2007 1,197,000 89,8191,, 89,8191,, 13 Sept 2011 13 Sept 2017 22 May 2008 279,000 10,9,,, 10,9,,, 22 May 2012 22 May 2018 10 Sept 2008 1,081,000 1519,1, 1519,1, 10 Sept 2012 10 Sept 2018 23 March 2009 1,347,500 8971591,, 8971591,, 23 March 2013 23 March 2019 25 Nov. 2009 81,000 719,,, 719,,, 25 Nov. 2013 25 Nov. 2019 18 March 2010 1,330,500 8911591,, 1,256,500 19 March 2014 19 March 2020 12 Oct. 2010 36,500 7191,, 7191,, 13 Oct. 2014 13 Oct. 2020 22 March 2011 701,500 51,91,, 51,91,, 23 March 2015 23 March 2021 1 Sept 2011 308,500 7,191,, 7,191,, 2 Sept 2015 2 Sept 2021 23 March 2012 - ,719,,, ,719,,, 24 March 2016 24 March 2022 Total 22,788,690 27,004,042 27,004,042 Refer to Section 21.1.4 – Amount of convertible securities, exchangeable securities or securities with subscription warrants for a description of the warrants issued on 17 December 2010. 295
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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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7.2 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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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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Name Date of Birth Other principal
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Name Date of Birth Other principal
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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
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188 FINANCIAL INFORMATION CONCERNIN
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20 FINANCIAL INFORMATION CONCERNING
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LIABILITIES AS AT 31 DECEMBER In EU
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• Amendments to IAS 19 - Employee
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Intangible assets The cost of intan
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(e) Cash and cash equivalents Cash
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Impairment of financial assets At e
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available and the reserves are adju
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Shadow accounting For the measureme
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together with actuarial assumptions
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The following table sets forth the
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CASH FLOWS BY SEGMENT The cash flow
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SCOR recognised the redemption rece
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PRO FORMA STATEMENT OF INCOME 2011
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2009 In EUR million (1) Provisional
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The Group conducted its annual asse
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20.1.6.6 NOTE 6 - INSURANCE BUSINES
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(B) MOVEMENTS IN LEVEL 3 FINANCIAL
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Financial lease contracts The Group
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At 31 December 2012 and 2011, the u
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MORTALITY SWAPS On 1 January 2008,
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Issued share capital The number of
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CAPITAL MANAGEMENT POLICY, OBJECTIV
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Share-based payments The caption
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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