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4.4 Legal risk - Scor

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5 INFORMATION ABOUT THE ISSUER<br />

5.1 History and development of the issuer<br />

5.1.1 LEGAL NAME AND COMMERCIAL NAME OF ISSUER<br />

<strong>Legal</strong> name: SCOR SE<br />

Commercial name: SCOR<br />

5.1.2 PLACE AND REGISTRATION NUMBER OF ISSUER<br />

R.C.S. number: Paris 562 033 357<br />

A.P.E. Code: 6520Z<br />

5.1.3 DATE OF INCORPORATION AND LENGTH OF LIFE OF ISSUER<br />

Incorporated: 16 August 1855 under the name Compagnie Impériale des Voitures de Paris; name changed to SCOR<br />

S.A. on 16 October 1989, to SCOR on 13 May 1996, then to SCOR SE on 25 June 2007.<br />

Expiration: 30 June 2024 unless otherwise extended or previously dissolved.<br />

Pursuant to French law, the duration of a company is for a limited term that cannot exceed 99 years. The Company’s<br />

bylaws (statuts) provide that the current term will expire on June 30, 2024. Prior to such expiration date, the<br />

shareholders of the Company (in extraordinary shareholders’ meeting) will be asked to vote upon the extension of the<br />

duration of the Company for an additional period of up to 99 years. Such further extension is typically approved by<br />

shareholders and we expect that the duration of the Company will be extended again prior to the expiration of the<br />

current term.<br />

5.1.4 DOMICILE AND LEGAL FORM OF ISSUER, LEGISLATION GOVERNING ITS ACTIVITIES, COUNTRY OF<br />

INCORPORATION, ADDRESS AND TELEPHONE NUMBER OF ITS REGISTERED OFFICE<br />

5.1.4.1 Registered office and contact information of issuer<br />

SCOR SE<br />

5, avenue Kléber<br />

75116 PARIS<br />

France<br />

Tel. : +33 (0) 1 58 44 70 00<br />

Fax : +33 (0) 1 58 44 85 00<br />

www.scor.com<br />

E-mail: scor@scor.com<br />

5.1.4.2 <strong>Legal</strong> form and applicable legislation<br />

A. Corporate law<br />

SCOR SE is a European Company (Societas Europaea) governed by the provisions of Council Regulation (EC) No.<br />

2157/2001, dated 8 October 2001 on the Statute for a European Company (the “SE Regulation”), and that of the<br />

European Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with<br />

regard to the involvement of employees, and by the provisions of French law relating to European Companies, as well<br />

as for all other matters partially covered or not covered by the SE Regulation, by the French corporate law provisions<br />

applicable to a société anonyme, where not contrary to the specific provisions applicable to European Companies.<br />

On 24 May 2007, the annual General Shareholders’ Meeting approved the conversion of the Company into a European<br />

Company or Societas Europaea, pursuant to Articles 1 §1, 2 §4 and 37 of the SE Regulation, and Article L. 225-245-1 of<br />

the Commercial Code, thereby becoming, on 25 June 2007, the first French listed company to adopt the Societas<br />

Europaea statute.<br />

Following approval of this conversion, SCOR SE is registered with the Nanterre Trade and Companies Register under<br />

the corporate name SCOR SE and has taken the form of a European company as at the date of such registration.<br />

The conversion did not result in either the dissolution of SCOR SE or the creation of a new legal entity.<br />

The conversion had no impact upon the rights of the Company’s shareholders or bondholders who automatically<br />

became shareholders and bondholders of SCOR SE without any action being required on their part. They remain<br />

shareholders and bondholders in proportion to their rights acquired prior to the completion of the conversion. Thus, the<br />

financial liability of each shareholder of SCOR SE is limited to the amount of his subscription prior to the conversion. The<br />

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