4.4 Legal risk - Scor

the annual accounts and the declaration of dividends. The Board of Directors is required to convene an annual ordinary
general meeting of shareholders, which must be held within six months of the end of our fiscal year. This period may be
extended by an order of the President of the competent French Commercial Court. the Company’s fiscal year begins on the
first day of January of each calendar year and ends on the last day of December of that year.
Extraordinary general meetings of shareholders are required for approval of matters such as amendments to the Company’s
bylaws (“statuts”), modification of shareholders’ rights, approval of mergers, increases or decreases in share capital, the
creation of a new class of shares and the authorization of the issuance of securities giving access, by conversion, exchange
or otherwise, to our capital. In particular, shareholder approval will be required for any and all mergers in which we are not
the surviving entity or in which we are the surviving entity but in connection with which we are issuing a portion of our share
capital to the shareholders of the acquired entity.
Special meetings of shareholders of a certain class of shares (such as shares with double voting rights or preferred shares)
are required for any modification of the rights associated with such class of shares. The resolution of the shareholders’
general meeting affecting these rights is effective only after approval by the relevant special meeting.
Other ordinary or extraordinary meetings may be convened at any time during the year. Meetings of shareholders may be
convened by the Board of Directors or, if the Board of Directors fails to call such a meeting, by the statutory auditors, by the
liquidators in case of bankruptcy, by shareholders owning the majority of the Ordinary Shares or voting rights after having
launched a takeover bid or by an agent appointed by a court.
The court may be requested to appoint an agent either by shareholder(s) holding at least 5% of our share capital, or a duly
authorized association of shareholders holding their Ordinary Shares in registered form for at least two years and holding
together a certain percentage of our voting power (computed on the basis of a formula related to capitalization which on the
basis of the Company’s outstanding share capital as at 30 June 2011, would represent approximately 1% of our voting
power) or by any interested party, including the Workers’ Council (“Comité d’entreprise”) in cases of urgency.
The notice calling such meeting must state the agenda for such meeting.
At least 15 days before the date set for any general meeting on first call, and at least ten days before any second call, notice
of the meeting must be sent by mail to holders of Ordinary Shares who have held such Ordinary Shares in registered form
for at least one month prior to the date of the notice.
Such notice can be given by e-mail to holders of Ordinary Shares in registered form who have accepted in writing this
method of convocation.
For all other holders of Ordinary Shares notice of the meeting is given by publication in a journal authorized to publish legal
announcements in the county in which we are registered and in the Bulletin des annonces légales obligatoires ("BALO")
with prior notice given to the AMF.
At least 35 days prior to the date set for any ordinary or extraordinary general meeting, a preliminary written notice (“avis de
réunion”), containing, among other things, the agenda for the meeting and a draft of the resolutions to be considered, must
also be published in the BALO.
The AMF also recommends that such preliminary written notice be published in a newspaper of French national circulation.
One or several shareholder(s), holding at least a certain percentage of our share capital (computed on the basis of a formula
related to capitalization which on the basis of our outstanding share capital as at 30 June 2011, would represent
approximately 0.5% of our share capital), the Workers’ Council or a duly authorized association of shareholders holding their
Ordinary Shares in registered form for at least two years and holding together a certain percentage of the voting rights
(computed on the basis of a formula related to capitalization which on the basis of the outstanding share capital as at 30
June 2011, would represent approximately 1% of SCOR SE’s voting power) may, within 10 days after such publication,
propose resolutions to be submitted for approval by the shareholders at the meeting.
Attendance and exercise of voting rights at ordinary general meetings and extraordinary general meetings of shareholders
are subject to certain conditions. In accordance with French law and the Company’s bylaws (“statuts”), the right to
participate in Shareholders’ Meetings is subject to registration of shares in the name of the shareholder or of the approved
intermediary acting on his or her behalf, by T-0 (Paris time) on the third trading day prior to the Shareholders’ Meeting, either
in the nominative share registers held on the Company's behalf by the Company’s agent or in the bearer share accounts
held by an authorized intermediary.
The registration of shares in the bearer share accounts held by the authorized financial intermediary shall be demonstrated
by a participation certificate issued by the latter, which must be attached to the remote voting form, to the proxy voting form,
or to the request for an entry card completed in the name of the shareholder or on behalf of the shareholder represented by
an authorized intermediary.
A certificate shall also be issued to any shareholder wishing to take part in person in the Shareholders’ Meeting and who
has not received his or her entry card by T-0 (Paris time) on the third trading day preceding the Shareholders’ Meeting.
Each Ordinary Share confers on the shareholder the right to one vote. There is no provision in the bylaws (“statuts”) for
double or multiple voting rights for the Company’s shareholders. Under French company law, Ordinary Shares held by
entities controlled directly or indirectly by the Company are not entitled to any voting rights.
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