4.4 Legal risk - Scor

21.2 Charter and Bylaws
21.2.1 CORPORATE PURPOSE OF THE ISSUER (ARTICLE 3 OF THE BYLAWS)
As set forth in Article 3 of the bylaws (statuts), our corporate purpose includes the following:
• insurance, reinsurance, cession or retrocession of business of any nature in all classes and in all countries, the
assumption in any form of reinsurance contracts or liabilities of any French or foreign company, organization, entity
or association, and creation, acquisition, rental, lease, installation and operation of any undertaking related to
these activities;
• the construction, lease, operation or purchase of any and all properties;
• the acquisition and management of all securities and other equity rights by any means including but not limited to
subscription, transfer or acquisition of shares, bonds, corporate rights, partnerships and other equity rights;
• acquisition of equity investments or interests in any industrial, commercial, agricultural, financial, securities or real
estate companies, the formation of any company, participation in any capital increases, mergers, demergers and
spin-offs;
• administration, management and control of any company or other undertaking, direct or indirect participation in all
transactions carried out by such companies or undertakings by any means including, but not limited, to
participation in any company or equity investment;
• implementation and management of centralized cash resource management within the Group and the provision of
services, to any Group company concerned, relating to the management and operations of centralized cash
resources and;
• generally all such industrial, commercial and financial transactions, or transactions involving moveable property
and real estate, as may pertain directly or indirectly to the above stated corporate purpose or as may be related to
or facilitate the implementation or pursuit thereof.
21.2.2 SUMMARY OF THE BYLAWS AND INTERNAL REGULATIONS OF THE COMPANY CONCERNING THE
MEMBERS OF ITS ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
For further detail please refer to the report of the Chairman of the Board of Directors in Appendix B of the Registration
Document.
Directors
Transactions in which Directors are materially interested
French corporate law and the Company’s bylaws provide for prior approval and control of transactions entered into between,
directly or indirectly, the Company and one of its Directors, Chief Executive Officer (Directeur Général), Chief Operating
Officer (Directeur Général Délégué), any of its shareholders holding more than 10% of the registered capital or of the voting
rights or, if a legal entity, the company controlling it within the meaning of article L. 233-3 of the French commercial code
and, or any entity in which any of these persons is at the same time an owner, partner with unlimited liability, manager,
director, member of the supervisory board or an executive officer, unless the transaction is entered into in the ordinary
course of business and under normal terms and conditions.
The interested party has the obligation to inform the Board of Directors as soon as it is aware of the existence of the related
party transaction, and a majority of the disinterested Directors must approve the transaction in order to validly enforce the
transaction.
If a related party transaction is pre-approved by the majority of the disinterested Directors, the chairman must then report the
authorized transaction to the statutory auditors within one month following the entering into of this transaction. The auditors
must then prepare a special report on the transaction to be submitted to the shareholders at their next general meeting,
during which the shareholders would consider the transaction for ratification (any interested shareholder would be excluded
from voting). If the transaction is not ratified by the shareholders, such absence of ratification would normally and except in
the case of fraud have no impact on the validity of the transaction, but the shareholders may in turn hold the Board of
Directors or interested representative of the Company liable for any damages suffered as a result thereof.
Any related party transaction concluded without the prior consent of a majority of the disinterested Directors can be voided
by a court, if we incur a loss as a result. In addition, an interested related party may be held liable on this basis.
Directors’ compensation
Pursuant to article 13 of the Company’s bylaws, the Directors receive attendance fees (jetons de presence), the maximum
aggregate amount of which, determined by the shareholders acting at a Shareholders’ Ordinary Annual Meeting, remains in
effect until a new decision is made.
301