4.4 Legal risk - Scor

21.1.4 AMOUNT OF CONVERTIBLE SECURITIES, EXCHANGEABLE SECURITIES OR SECURITIES WITH
SUBSCRIPTION WARRANTS
In the context of a contingent capital arrangement program, SCOR issued 9,521,424 warrants (“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 with the issuance of Warrants. The entire shares issued on 16 May 2012 have been fully subscribed by
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, thereby increasing its existing contingent capital equity line
from EUR 75 million to EUR 150 million.
21.1.5 INFORMATION ABOUT AND TERMS OF ANY ACQUISITION RIGHTS AND/OR OBLIGATIONS OVER
AUTHORISED BUT UNISSUED CAPITAL OR AN UNDERTAKING TO INCREASE THE CAPITAL
Refer to:
• Section 15.1.3 – Remuneration in the form of options and share allocation;
• Section 17.2 – Information on shareholding and stock options for members of the administrative and management
bodies;
• Section 17.3 – Plans providing employee participation in Company;
• Appendix A – Notes to the Corporate Financial Statements, Note 12 – Stock Options;
• Appendix A – Notes to the Corporate Financial Statements , Note 5 – Shareholders’ Equity;
• Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 13 - Information on share capital, capital
management, regulatory framework and shareholders' equity
• Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 – Provisions for employee benefits;
• Section 21.1.1 – Amount of issued capital and additional information; and
• Section 21.1.4 – Amount of convertible securities, exchangeable securities or securities with subscription warrants.
21.1.6 INFORMATION ABOUT ANY CAPITAL OF ANY MEMBER OF THE GROUP WHICH IS UNDER OPTION OR
AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE PUT UNDER OPTION AND CHARACTERISTICS OF
SUCH OPTIONS
Refer to:
• Section 15.1.3 – Remuneration in the form of options and share allocation;
• Section 17.2 – Information on shareholding and stock options for members of the administrative and management
bodies;
• Section 17.3 – Plans providing employee participation in Company;
• Appendix A – Notes to the Corporate Financial Statements, Note 12 – Stock Options;
• Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 – Provisions for employee benefits,
• Section 21.1.1 – Amount of issued capital and additional information; and
• Section 21.1.4 – Amount of convertible securities, exchangeable securities or securities with subscription warrants.
The shares of Group’s companies other than SCOR SE are neither under option nor agreed to be put under option.
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