4.4 Legal risk - Scor

Proxies may be granted by a shareholder or, under certain conditions, by its intermediary, to his or her spouse, to another
shareholder, or by sending a proxy in blank to the Company without nominating any representative. In the latter case, the
chairman of the meeting of shareholders will vote the Ordinary Shares covered by such blank proxy in favour of all
resolutions proposed or approved by the Board of Directors and against all others.
Voting by mail is also allowed under French company law. Forms for voting by mail or proxy forms must be addressed to the
Company, either by regular mail or, pursuant to a decision of the Board of Directors, in electronic format. Mail voting forms
must be addressed to the Company within a period prior to the meeting as established by the Board of Directors. Such
period may not exceed 3 days before the meeting date. Proxy forms must be received by the Company no later than
3:00 p.m. (Paris time) on the day prior to the meeting.
The Board of Directors can also decide to allow the shareholders to participate in and vote at any shareholders’ meeting by
videoconference or by any means of telecommunication that allows them to be identified and in compliance with the
conditions set by applicable regulations.
The presence in person (including those voting by correspondence) or by proxy of shareholders holding not less than one
fifth (in the case of an ordinary general meeting or an extraordinary general meeting where an increase in our share capital
is proposed through incorporation of reserves, profits or share premium) or one-fourth (in the case of any other extraordinary
general meeting) of the Ordinary Shares entitled to vote is necessary for a quorum. If a quorum is not present at any
meeting, then the meeting is adjourned. On a second call, there is no quorum requirement in the case of an ordinary general
meeting or an extraordinary general meeting where an increase in the Company’s share capital is proposed through
incorporation of reserves, profits or share premium and the presence in person (including those voting by correspondence)
or by proxy of shareholders holding not less than one fifth of the Ordinary Shares entitled to vote is necessary for a quorum
in the case of any other extraordinary general meeting.
At an ordinary general meeting, a simple majority of the votes cast is required to pass a resolution. At an extraordinary
general meeting, a two-third majority of the votes cast is required, except for an extraordinary general meeting where an
increase in our share capital is proposed through incorporation of reserves, profits or share premium, in which situation, a
simple majority is sufficient.
However, a unanimous vote is required to increase liabilities of shareholders.
The general meeting’s decisions are taken by a majority (either a simple majority for ordinary general meetings or a twothirds
majority for extraordinary general meeting) of the votes validly cast., Abstention by those present in person or by
correspondence or represented by proxy is not deemed a vote against the resolution submitted to a vote.
The rights of a holder of shares of a class of the Company’s capital stock, including the Ordinary Shares, can be amended
only after an extraordinary general meeting of all shareholders of such class has taken place and the proposal to amend
such rights has been approved by a two-thirds majority vote of shares of such class present in person (including those
voting by correspondence) or represented by proxy. The Ordinary Shares constitute our only class of capital stock.
In addition to rights to certain information regarding SCOR SE, any shareholder may, between the convocation of the
meeting and the date of the meeting, submit to the Board of Directors written questions relating to the agenda for the
meeting. The Board of Directors is required to respond to such questions during the meetings, subject to confidentiality
concerns.
21.2.6 CONDITIONS FOR CALLING ANNUAL SHAREHOLDERS’ MEETINGS AND EXTRAORDINARY
SHAREHOLDERS’ MEETINGS (ARTICLES 8 AND 19 OF THE BYLAWS)
Shareholders’ Meetings shall be called and conducted in accordance with French law. They shall consist of all shareholders,
regardless of the number of shares held. Pursuant to Article 8 ("Rights attached to each share") of the bylaws (“statuts”), in
the two year period from the Group’s reverse stock split on 3 January 2007, each Old Share was entitled to one vote and
any New Share to ten votes, so that the number of votes attached to each share was proportionate to the share capital they
represented.
From 3 January 2009, the date of the cancellation of old shares, each share is entitled to one vote.
The bylaws make no provision for shares with double voting rights.
Meetings are held at corporate head offices, or elsewhere as indicated in the notice of meeting.
All shareholders may attend the Meetings, in person or through an agent, with proof of identity and of the ownership of
shares, either in the form of registration in his name or a certificate from an authorized intermediary designated as account
holder.
The Board of Directors of the Company determines the time period during which formalities for the immobilization of bearer
shares must be completed. This period is 24 hours under ordinary circumstances.
Subject to the terms and conditions set forth by the legal and regulatory provisions in force, shareholders may send their
proxy voting forms or remote voting forms concerning any Shareholders’ Meeting either in paper format or, if approved by
the Board of Directors, by an electronic means of communication. For instructions issued by shareholders via electronic
means including proxy instructions or for electronic remote voting forms, the capture and electronic signature of the
shareholder may be carried out directly, if applicable, on the dedicated website set up by the Company, by any reliable
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