SCOR COMBINED SHAREHOLDERS’ MEETING 2023
The 2023 SCOR Shareholders' Meeting was broadcast live on Thursday May 25th 2023. You can download the presentation below:
INTRODUCTION & GENERAL INFORMATION
PRACTICAL INFORMATION
Date | Location |
---|---|
May 25, 2023 10.00 am |
SCOR SE 5, avenue Kléber 75795 Paris Cedex 16 France |
Access map |
These are mainly defined by their purpose and respective areas of intervention, as set out in the agenda.
- Annual general meeting (AGM)
This meeting is held annually with the aim of reporting on the accounts of the previous financial year and of setting the dividend and payment conditions. It appoints, renews and dismisses directors and statutory auditors, and ratifies any co-opting of directors by the board of directors. The meeting also reports on the agreements signed between the company and those associated with it. Decisions must be approved by a simple majority vote cast by the shareholders present or represented at the meeting. - Extraordinary general meeting (EGM)
This meeting is convened each time a decision must be made that would modify the company statutes, particularly in terms of increases or reductions in capital. Decisions must be approved by a majority of two thirds of the shareholders present or represented at the meeting. - Combined annual general meeting (Combined AGM)
This meeting combines the two previous meetings (AGM and EGM) on the same date, and under the same convening notice.
- Bearer shareholders hold shares that are not registered with SCOR SE but are placed in an account with an intermediary and are therefore freely transferable.
- Registered shareholders hold shares that are registered with SCOR SE which has custody of them. In non-listed companies, all shares are registered. In companies whose securities are listed on the stock market, only some shares are registered.
DOCUMENTS RELATED TO THE 2023 GENERAL MEETING
Preparatory information and documents for the 2023 General Meeting (Article R.22-10-23 of the French commercial code):
- Annual Financial Statements (Appendix B, page 347 of the 2022 Universal Registration Document)
- Consolidated Financial Statements (Section 4, page 179 of the 2022 Universal Registration Document)
- 2022 Management Report (Appendix D section 1 page 387 of the 2022 Universal Registration Document)
- Report of the Board of Directors on corporate governance (section 2 page 41 of the 2022 Universal Registration Document)
- Special Board of Directors’ report on share subscription options for the 2022 financial year (Section 2.2.3.4, page 128 of the 2022 Universal Registration Document)
- Special Board of Directors’ report on free share attributions for the 2022 financial year (Section 2.2.3.4, page 131 of the 2022 Universal Registration Document)
- Supplementary report of the board of directors on the use made of the delegation of authority granted by the 23rd resolution of the 2022 General Meeting
- Statutory Auditors’ Report on the annual financial statements (Appendix B section 6, page 376 of the 2022 Universal Registration Document)
- Statutory Auditors’ Report on the consolidated financial statements (Section 4.9, page 267 of the 2022 Universal Registration Document)
- Statutory Auditors' Report on related party agreements and commitments (Section 2.3.2, page 138 of the 2022 Universal Registration Document)
- Statutory Auditors' Report supplementary report on the issuance of warrants («2022 Contingents ») with cancellation of preferential subscription right under the 23rd resolution of the 2022 General Meeting [French]
- Statutory Auditors’ Report on the draft resolutions submitted to the AGM [French]:
- Resolution 24-29 [French]
- Resolution 30 [French]
- Resolution 31 [French]
- Resolution 32 [French]
- Resolution 33 [French]
- Resolution 34 [French]
- Resolution 35 [French]
- List of directors holding positions and mandates in other companies (Section 2.1.3.2, page 44 of the Universal Registration Document 2022)
- Delegations granted by the Extraordinary Shareholders’ Meeting to the Board of Directors (Section 5.2.4.2, page 286 of the Universal Registration Document 2022)
- Five-year financial summary (Appendix DSection 1.2.1, page 389 of the Universal Registration Document 2022)
- Report by the independent third party, on the extra-financial performance declaration included in the management report (Section 6.10, page 342 of the Universal Registration Document 2022)
- Information relating to the candidates directors
- Total amounts paid to the ten highest paid people, as certified by the Statutory Auditors [French]
- Total amounts paid under points 1 and 4 of article 238 bis of the French General Tax Code, giving rise to a tax reduction, as certified by the Statutory Auditors / List of sponsorship and corporate philanthropy actions [French]
- 2022 Social report [FR]
- Opinion of CSE Committee on 2022 Social report [FR]
- Results allocation table
- Total number of voting rights and shares at the publication date of the notice of meeting
- Pre-AGM investors discussion document
- Comments on the "Information to SCOR shareholders" published by CIAM on May 2, 2023
- Approval by the general meeting of 25 may 2023 of the compensation policies for the Group’s corporate officers
(in French)
All documents and information listed under Article R.22-10-23 of the French commercial code, especially the documents to be presented at the general meeting in accordance with Article R. 225-83 of the French commercial code, are available on the SCOR website at https://www.scor.com/en/2023-shareholders-meetings at the latest from the twenty-first (21st) day prior to the general meeting.
The shareholders may also obtain, within the statutory deadline, a copy of all documents referred to in Articles R. 225-81 and R. 225-83 of the French commercial code:
- by sending their request to Uptevia:
CTO Assemblées Générales
Les Grands Moulins de Pantin
9 rue du Débarcadère
93761 Pantin Cedex - or by filling up the contact form on the Planetshares website
- or by sending their request to SCOR’s Investors Relations Department to the following email address: investorrelations@scor.com.
In accordance with the law, all documents that must be submitted to the general meeting will be made available to shareholders, at the registered office of the Company from the date of publication of the notice relating to the general meeting.
Any written questions that shareholders may ask must be sent to the registered office of the Company by registered mail, return receipt requested, addressed to the chairman of the board of directors (Immeuble SCOR, 5, avenue Kléber, 75795 Paris Cedex 16), or by e-mail (investorrelations@scor.com), at least four (4) business days before the date of the general shareholder’s meeting (i.e. May 19, 2023). Such written questions must be accompanied by a certificate confirming the registration of shares (attestation d’inscription), either in the registered share accounts held by Uptevia, or in the bearer share accounts held by the authorized intermediary.
2022 DIVIDEND
The proposed dividend for fiscal year 2022 is EUR 1,40 per share, fully payable in cash.
The coupon date will be set at May 30th, 2023 and the dividend will be paid on June 1st, 2023.
HOW TO TAKE PART AND VOTE IN SCOR'S GENERAL MEETING
Any shareholder, regardless of the number of shares he or she owns, may attend this general meeting in person, vote by post or designate a proxy to vote on their behalf.
Any shareholder may also give a proxy to any natural or legal person of his or her choice (Articles L.225-106 and L.22-10-39 of the French commercial code) to vote by post.
Pursuant to Article R. 22-10-28 of the French commercial code, the right to participate in the general meeting is subject to formal registration of shares in the name of the shareholder or of the authorized intermediary acting on their behalf (pursuant to Article L.228-1 of the French commercial code), by T-0 (Paris Time) on the second (2nd) working day preceding the general meeting (i.e., Thursday May 23rd, 2023), either in the registered share accounts held by the Company (or by its agent), or in the bearer share accounts held by the authorized intermediaries in accordance with Article L.211-3 of the French financial and monetary code.
Only those shareholders fulfilling the conditions set forth in the aforementioned Article R.22-10-28 on the date of the general meeting will be eligible to participate.
The formal registration of the shares in the bearer share accounts held by the authorized financial intermediaries is confirmed by a participation certificate (attestation de participation) issued by the intermediaries (electronically or by post) under the conditions provided for in Article R.22-10-28 of the French commercial code (with reference to Article R.225-61 of the same code), which has to be annexed to:
- the postal voting form;
- the proxy voting form;
- the request for an entry card (carte d’admission) under the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.
A certificate is also issued to any shareholder wishing to take part in person in the general meeting and who has not received or has misled his/her entry card (carte d’admission) at T-0 (Paris Time) on the second (2nd) working day preceding the general meeting (i.e., May 23rd, 2023).
The convening notice (brochure de convocation) includes, for holders of registered shares, a single form for postal or proxy voting or for requesting an entry card (carte d’admission).
Holders of bearer shares must contact the financial intermediary through which their shares are registered in order to obtain a postal or proxy voting form or to request an entry card (carte d’admission).
Attending the general meeting (1)
Shareholders wishing to attend this general meeting in person should request an entry card (carte d’admission) by ticking box 1 “Je desire assister à cette assemblée et demande une carte d’admission” (“I wish to attend the shareholder’s meeting”) on the form and by returning their application for an entry card (carte d’admission) dated and signed:
- For holders of registered shares: must send the request for an entry card (carte d’admission) directly to Uptevia (CTO Assemblées Générales ; Les Grands Moulins de Pantin ; 9, rue du Débarcadère ; 93761 Pantin Cedex) or, on the day of the general meeting, the holders of registered shares can also go directly to the counter specifically created for this purpose with an identity document),
- For holders of bearer shares: must ask the authorized financial intermediary with whom their shares are registered, for a card to be sent to them. The account holder financial intermediary shall send the form to Uptevia, an institution appointed by SCOR SE and in charge of the general meeting, along with a participation certificate (attestation de participation).
The request of an entry card (carte d’admission) which has not been received or has been misled, is available upon request made to Uptevia or may be downloaded from the Company’s website under « Investor Relations – Shareholders – Combined General Meeting» section. It could then be returned to Uptevia to the address and within the deadlines mentioned above, along with a SCOR shares’ attendance certificate (attestation d’inscription en compte).
Any shareholder not attending the general meeting in person may choose one of the three following options:
- To grant a proxy chairman (2)
The shareholder must tick box 2 “Je donne pouvoir au president de l’assemblée générale” (“I hereby give my proxy to the chairman of the general meeting”) on the form, date and sign the bottom of the form. In this case, the proxy will be granted to the chairman of the general meeting who will vote in favor of the draft resolutions presented or approved by the board of directors and vote against the approval of all the other draft resolutions. - To grant a proxy to any natural or legal person of his or her choice (3)
The shareholder can designate a proxy who will agree to vote as instructed by the shareholder.
The shareholder must tick box 3 “Je donne pouvoir à” (“I hereby appoint”) on the form, specify the identity of his or her agent, then date and sign the bottom of the form.
If a proxy is granted without specifying the identity of the agent, the chairman of the general meeting will vote in favor of the draft resolutions presented or approved by the board of directors and vote against the approval of all the remaining draft resolutions. To perform any other vote, shareholders must designate a proxy who will agree to vote as instructed by the shareholder.
The appointment or removal of a proxy can also be electronically submitted to the Company via the Votaccess dedicated secure website of the general meeting by following the procedure hereinafter described. - To vote by post (4)
The shareholder must tick box 4 “Je vote par correspondance” (“I vote by post”), specify his or her vote for each resolution and then date and sign the bottom of the form.
If you have any problems filling in your form, please do not hesitate to download our tutorial: How to fill-in the form ?
NOTICE: Please be aware that you cannot send back both a proxy form and a postal vote form or a request for an entry card (carte d’admission). Moreover, any shareholder who has already voted by post, issued a proxy or made a request for an entry card (carte d’admission) or participation certificate (attestation de participation) as described above will no longer have the possibility of choosing another means for participating in general meeting. Nevertheless, such shareholder shall retain the right to transfer the ownership of all or some of his shares in the meantime (see section “What happens in the event of a transfer of shares prior to the general meeting?”).
Duly completed and signed postal and proxy voting forms or requests for entry cards (cartes d’admission) shall be received by three (3:00) pm (Paris Time) on the day preceding the general meeting at the latest (i.e. May 24th, 2023):
- For holders of registered shares: to Uptevia (CTO Assemblées Générales; Les Grands Moulins de Pantin; 9 rue du Débarcadère; 93761 Pantin– Cedex); or
- For holders of bearer shares: to their financial intermediary as soon as possible, in order to allow this intermediary to transfer the form in due time to Uptevia, an institution appointed by SCOR SE and centralizing the meeting, accompanied by a participation certificate (attestation de participation).
The unique postal and proxy voting or your request for entry card (carte d’admission) form which has not been received or which has been misled is available upon request at Uptevia or can be downloaded on the company's website. The form may then, be sent back to Uptevia, at the address and within the deadline mentioned above, along with a certificate of registration of SCOR shares (attestation d’inscription en compte).
NOTICE: Shareholders are advised not to wait until the day prior to the general meeting to vote in order to avoid potential saturation and to allow for the processing time of the forms (and, when relevant, to account for potential delays in sending and receiving the entry cards (cartes d’admission)).
Shareholders wishing to attend this general meeting in person can also make a request for an entry card (carte d’admission) electronically, via the Votaccess secure platform that will be open at the latest fifteen (15) days prior to the general meeting, as follows:
- Holders of registered shares (pure or administered registered shares):
Holders of registered shares should apply online using the Votacess secure platform that is accessible on the Planetshares website at the following address: https://planetshares.uptevia.pro.fr.
Holders of pure registered shares will have to log onto the Planetshares website with the login credentials they normally use.
Holders of administered registered shares must log onto the Planetshares website with the identifying number located in the top right corner of their paper voting form sent to them by post. If the shareholder were to no longer have access to his or her identifying number and/or password, he or she may call the number 0 826 109 119. After logging on, the holders of registered shares must follow the instructions provided on the screen in order to access the Votacess website and request an entry card (carte d'admission). - Specific situation for the employees or former employees of SCOR holding shares in administered registered form obtained upon the exercise of stock options or free allocations of shares and held at Société Générale Securities Services:
Employees or former employees of SCOR holding shares resulting from the exercise of stock options or free allocations of shares held at Société Générale Securities Services may access the dedicated, secure website of the general meeting by logging on to the Planetshares website) using the identifying number located in the top right corner of their paper voting form and an identification criterion which corresponds to the eight (8) last digits of their Société Générale Securities Services identifying number which is made up of sixteen (16) digits and appears on the top left corner of their Société Générale account statement. After logging on, shareholders must then follow the instructions on the screen in order to obtain their login password and then access the Votacess dedicated secure website of the general meeting and request an entry card (carte d’admission). - Holders of bearer shares:
Holders of bearer shares must make the necessary enquiries in order to know whether their account-keeping institution is connected to the Votacess website and, if applicable, if the said access is subject to particular conditions of use.
If the account-keeping institution is connected to the Votacess website, the shareholder will have to log onto the internet portal of its account-keeping institution with the username and password he or she normally uses. He or she will then have to click on the icon that appears on the line relating to his or her SCOR shares and follow the instructions provided on the screen in order to access the Votacess website and request an entry card (carte d'admission).
Only the holders of bearer shares with an account-keeping institution that is connected to the Votacess website will be able to vote via the internet.
It is stated that the shareholders shall have access to the general meeting room from nine (9:00) am, Paris time. The attendance sheet shall be finalized at the latest at ten thirty (10:30) am, Paris time. Any shareholder, arriving after such deadline shall have the right to attend to the general meeting but not to vote.
NOTICE: Shareholders wishing to attend this general meeting are advised to promptly request their entry cards (cartes d’admission) in order to avoid potential saturation and to account for the delays in sending and receiving the entry cards (cartes d’admission).
In accordance with the provisions of Article R.22-10-24 of the French commercial code, SCOR is also offering its shareholders the opportunity to submit their voting instructions, appoint or remove a proxy via the internet, on the Votacess secured platform that will be opened at the latest fifteen (15) days prior to the general meeting, under the following conditions:
- Holders of registered shares (pure or administered registered shares):
Holders of registered shares which are either pure or administered registered shares and who wish to vote on the internet will access the Votacess website through the Planetshares site at the following address: https://planetshares.uptevia.pro.fr.
Holders of pure registered shares must log onto the Planetshares website with the login credentials they normally use.
Holders of administered registered shares must log onto the Planetshares website using their identifying number which appears in the top right corner of their paper voting form sent to them by post. If the shareholders no longer have access to their identifying number and/or password, they may call 0 826 109 119. After logging on, holders of registered shares must follow the instructions provided on the screen in order to access the Votacess website and vote or appoint or remove a proxy.
Specific situation for employees or former employees of SCOR holding shares in administered registered form obtained upon the exercise of stock options or free allocations of shares held at Société Générale Securities Services: Employees or former employees of SCOR holding shares resulting from the exercise of stock options or free allocations of shares held at Société Générale Securities Services may access the dedicated, secure website of the general meeting by logging onto the Planetshares website using the identifying number located in the top right corner of their paper voting form and an identification criterion which corresponds to eight (8) last digits of their Société Générale Securities Services identifying number which is made up of sixteen (16) digits and appears on the top left corner of their Société Générale account statement. After logging on, shareholders must then follow the instructions on the screen in order to obtain their login password and then access the Votacess dedicated secure website of the general meeting and vote, appoint or remove a proxy. - Holders of bearer shares:
Holders of bearer shares must make the necessary enquiries in order to know whether their account-keeping institution is connected to the Votacess website and, if applicable, if said access is subject to particular conditions of use.
If the account-keeping institution is connected to the Votacess website, the shareholder will have to log onto the internet portal of its account-keeping institution using the login credentials he or she normally uses. He or she will then have to click on the icon that appears on the line relating to his or her SCOR shares and follow the instructions provided on the screen in order to access the Votacess website and vote or appoint or remove a proxy.
If an account-keeping institution is not connected to the Votacess website, it is stated that the appointment or removal of a proxy may be notified electronically in accordance with the provisions of Article R.22-10-24 of the French code of commerce as follows:- the shareholder must send an email to . This email must include the following information: name of the company involved, date of the general meeting, name, surname, address, bank details of the proxy as well as the name, surname and if possible the address of the shareholder;
- the shareholder must ask his or her financial intermediary managing his or her share account to send a written confirmation to Assemblées Génerales services of Uptevia (CTO Assemblées Générales; Les Grands Moulins de Pantin; 9, rue du Débarcadère; 93761 Pantin Cedex).
NOTICE: The possibility, on the one hand, to vote, and on the other hand, to appoint or to remove a proxy online prior to the general meeting will end on the day prior to the general meeting (i.e., May 24th, 2023), at three (3:00) p.m., Paris time.
Shareholders are however advised not to wait until the day prior to the general meeting to log onto the website in order to account for potential delays in receiving the passwords and any potential website traffic problems.
When a shareholder has already voted remotely or sent his proxy form or made a request for an entry card (carte d’admission) or a participation certificate (attestation de participation) under the terms set forth above in this case:
- if the transfer of ownership takes place before T-0 (Paris Time) on the second (2nd) working day prior to the general meeting (i.e., May 23rd, 2023), the Company must invalidate or amend the postal vote cast, the proxy, the entry card (carte d’admission) or the participation certificate (attestation de participation) and, if the assigned shares are bearer shares, the authorized intermediary and account holder must, for this purpose, notify such transfer of ownership to the Company or to its agent and provide all necessary information;
- if the transfer of ownership takes place after T-0 (Paris Time) on the second (2nd) working day prior to the general meeting (i.e., May 23rd, 2023), it shall neither be notified by the authorized intermediary nor taken into account by the Company, notwithstanding any agreement to the contrary.
All the documents listed under Article R.22-10-23 of the French commercial code, especially the documents to be presented at the general meeting in accordance with Article R.225-83 of the French commercial code, are available on the SCOR website at https://www.scor.com/en/2023-shareholders-meetings, at the latest from the twenty-first (21st) day prior to the general meeting.
The shareholders may also obtain, within the statutory deadline, a copy of all documents referred to in Articles R. 225-81 and R. 225-83 of the French commercial code :
- by sending their request to:
Uptevia
CTO Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin – Cedex - or by filling up the contact form on the Planetshares website
- or by sending their request to SCOR’s Investors Relations Department to the following address: investorrelations@scor.com .
In accordance with the law and the statutory deadlines, all documents that must be submitted to the general meeting will be made available to shareholders, at the registered office of the Company from the date of publication of the notice relating to the general meeting.