4.4 Legal risk - Scor

Board of Directors’ borrowing powers
Under Article L. 225-43 of the French Commercial Code, the Directors, Chief Executive Officer (Directeur Général) and
Chief Operating Officers (Directeurs Généraux Délégués) may not borrow money or obtain a guarantee from the Company.
Any such loan or guarantee would be void and may not be relied upon by third parties.
Directors’ Age Limits
Under article 10 of the Company’s bylaws (statuts), Directors may hold office until the age of 77. A Director reaching the age
of 77 while in office has to retire at the expiration of the term of his or her office, as determined at the Shareholders’ Meeting.
21.2.3 RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO EXISTING SHARESVOTING RIGHTS (ARTICLES 8
AND 19 OF THE COMPANY’S BYLAWS)
Voting right (Article 8 and 19 of the bylaws)
The voting right attached to shares is proportional to the portion of share capital they represent. During a period of two years
from the reverse stock-split of the Company’s shares implemented on 3 January 2007, any old share gave the right to one
vote and any new share to ten votes, so that the number of votes attached to the shares shall remain proportional to the
portion of share capital they represent.
The remaining old shares have been cancelled on 3 January 2009 and since then subject to applicable laws, all the shares
of the Company give right to one voting right.
At all meetings, each shareholder has as many votes as the number of shares he holds or represents without limitation other
than those which may result from legal requirements and the stipulations above. The difference between the distribution of
share capital and the distribution of voting rights arises from the existence of treasury shares with no voting rights.
Where the shares are held by a beneficial owner, the voting rights attached to those shares belong to the beneficial owner at
ordinary shareholders’ meetings, and to the bare owner at extraordinary shareholders’ meetings.
Failure to observe the legal and statutory obligations concerning thresholds may be sanctioned by the removal of voting
rights for those shares or rights exceeding the undeclared fraction.
Statutory distribution of earnings (Article 20 of the bylaws)
After approval of the financial statements and recognition of the existence of distributable funds consisting of the earnings
for the fiscal year, less prior losses and plus, if applicable, any profit carried forward, the Shareholders’ Meeting shall
distribute them as follows:
• all sums transferred to reserves pursuant to the law;
• All or part of the profit available for distribution may be transferred by the Shareholders’ Meeting to any
discretionary, ordinary or extraordinary reserves or carried forward, as deemed appropriate;
• Any remaining balance shall be distributed on all the shares in proportion to their unredeemed paid-up value, it
being stipulated that during a period of two years starting from the reverse split operation on the shares of the
Company, pursuant to the seventeenth resolution of the Ordinary and Extraordinary Shareholders’ Meeting of 16
May 2006, shares which have been subject to the reverse split shall be entitled to an amount ten times greater
than the amount to which shares which have not been subject to the reverse split shall be entitled.
The Shareholders’ Meeting may distribute all or part of the discretionary reserves in the form of a full or partial dividend or as
an exceptional distribution; in this case, the resolution shall expressly indicate the sums to be deducted from each reserve.
Each share entitles its holder to a share (in direct proportion to the number and to the par value of the existing shares) in the
corporate assets, the profits or the liquidation dividend.
The Company’s bylaws (statuts) also provide that profits available for distribution can be allocated to one or more optional or
statutory reserves or distributed as dividends, as may be determined by the Shareholders’ Meeting.
Dividends may also be distributed from optional or statutory reserves, subject to approval by the shareholders and certain
limitations, either as an addition to an annual dividend distribution or as an exceptional dividend distribution.
The payment of dividends is decided by the Shareholders’ Meeting at which the annual accounts are approved following
recommendation of the Board of Directors. If there is distributable profits (as shown on the interim balance sheet audited by
the statutory auditors), the Board of Directors has the authority, subject to French law and regulations, without shareholder
approval, to distribute interim dividends. Dividends are distributable to shareholders pro rata their respective holdings of
Ordinary Shares. Dividends are payable to holders of Ordinary Shares outstanding on the date of the Shareholders’ Meeting
approving the distribution of dividends or, in the case of interim dividends, on the date of the meeting of the Board of
Directors approving the distribution of interim dividends. The actual dividend payment date and the modalities of such
payment are determined by the Shareholders’ Meeting approving the declaration of the dividends or by the Board of
Directors in the absence of such determination by the shareholders. The payment of the dividends must occur within nine
months of the end of the fiscal year. Dividends not claimed within five years of the date of payment revert to the French
Government. According to the bylaws (statuts), shareholders may decide in an ordinary general meeting to give each
shareholder the option of receiving all or part of a dividend or interim dividend in the form of Ordinary Shares. The
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