4.4 Legal risk - Scor

identification process that safeguards the link between the signature and the form as determined by the Board of Directors
and in accordance with the conditions defined by the legal and regulatory provisions in force.
The deadline for the return of remote voting forms and proxies shall be determined by the Board of Directors. Such deadline
cannot be less than one day before the date of the Shareholders’ Meeting. However, if authorized by the Board of Directors,
electronic remote voting forms and instructions given by electronic methods involving a proxy or a power of attorney may
validly be received by the Company up until 3 p.m. (Paris time) on the day preceding the Shareholders’ Meeting.
The Board of Directors of the Company may also determine that shareholders may participate in and vote at any
Shareholders’ Meeting by videoconference or by any other mode of telecommunication permitting the identification and
effective participation of the shareholders, under the conditions set forth by the legal and regulatory provisions in force.
21.2.7 PROVISIONS THAT COULD DELAY, DEFER OR PREVENT A CHANGE IN CONTROL OR IN THE
SHAREHOLDING OF THE COMPANY
Pursuant to Articles L. 322-4 and R. 322-11-1 of the French Insurance Code, any transaction allowing a person acting alone
or in concert with other persons, as defined by Article L. 233-10 of the French Commercial Code, to acquire, to increase, to
decrease or to cease holding, directly or indirectly, as defined by Article L. 233-4 of the French Commercial Code, an equity
stake in an insurance or a reinsurance company, shall be notified by such person(s) to the ACP prior to its completion when
any one of the following conditions is met:
• the portion of the voting rights held by such person(s) crosses upwards or downwards the thresholds of the tenth,
the fifth, the third or half of the total number of voting rights of the Company; or
• the company becomes or ceases to be a subsidiary of such person(s).
When a decrease or sale of an equity stake, whether directly or indirectly, has been notified, the ACP verifies whether such
transaction is likely to negatively affect the company's reinsured clients as well as the sound and prudent management
(gestion saine et prudente) of the company itself.
The authorization granted to the acquisition or increase of stakes, whether directly or indirectly, may be subject to the
compliance with commitments taken by one or several of the applying persons.
In case of failure of these rules, and without prejudice of the provisions of Article L. 233-14 of the French commercial code,
upon request from the ACP, the District Attorney (procureur de la République) or any shareholder, the judge shall adjourn
the exercise of the voting rights of the failing persons, until regularization of the situation.
Pursuant to Article L. 322-4-1 of the French Code of Insurance, the ACP shall also inform the European Commission of any
acquisition of a stake that may grant control of a reinsurance company to a company whose registered office is located in a
State not party to the European Economic Area agreement.
Upon application by the proper authority of the EU, the ACP may object during a three-month period to any acquisition of a
stake liable to have the consequences referred to under the previous paragraph. The three-month time limit may be
extended by the EU Council’s decision.
21.2.8 DECLARATION THRESHOLDS
French law provides that any individual or legal entity, acting alone or in concert with others, that holds, directly or indirectly,
more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90%, or 95% of the shares or the voting rights attached
to the shares, or whose holding decreases below any such thresholds, must notify us within four trading days of crossing
that threshold, of the number of shares and voting rights it holds. An individual or a legal entity must also notify the AMF
within four trading days of crossing such threshold. Any shareholder who fails to comply with these requirements will have
its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies
with the notification requirements and may have all or part of its voting rights suspended for up to five years by the
commercial court at the request of our Chairman, any of our shareholders or the AMF. In addition, every shareholder who,
directly or indirectly, acting alone or in concert with others, acquires ownership of shares representing 10%, 15%, 20% or
25% of our share capital must notify us and the AMF of its intentions for the six months following such acquisition. Failure to
comply with this requirement will result in the suspension of the voting rights attached to the shares exceeding the
applicable threshold held by the shareholder for a period of two years from the date on which the shareholder has cured
such default and, upon a decision of the commercial court, part or all the shares of such shareholder may be suspended for
up to five years.
In addition to the above statutory requirements, the Company’s bylaws (“statuts”) provide that any natural person or legal
entity, acting alone or in concert, which comes to hold or ceases to hold, either directly or indirectly, a fraction of the share
capital or of the voting rights of the Company equal to or greater than 2.5%, or 5%, or 10%, or 15%, must inform us by
registered letter, return receipt requested, addressed to the registered office, within five trading days of the date of the
crossing of such threshold, of the total number of shares and/or of securities giving access to share capital held either
directly or indirectly or in concert by such natural person or legal entity. The failure to comply with this requirement is
sanctioned, upon request of one or more shareholders holding at least 2.5% of our share capital, noted in the minutes of the
Shareholders’ Meeting, by the suspension of voting rights from all shares in excess of the non-declared fraction for any
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