Introduction & General Information

Covid-19 Disclaimer

 
In the context of the Covid-19 pandemic and in accordance with Article 4 of Order no. 2020-321 of 25 March 2020 and Decree n° 2020-548 of May 11, 2020 published as part of the measures taken by the Government to control the circulation of the virus, the Board of directors of SCOR has decided that the Shareholders’ Meeting will be held without the physical presence of shareholders and other persons entitled to attend.
 
Under these conditions, shareholders will be able to exercise their voting rights remotely using the Votaccess website, by post or by giving a proxy (the voting procedures are described below). The Company encourages its shareholders to use the VOTACCESS voting website to exercise their voting rights. 
 
Shareholders will not be able to propose new resolutions or amendments or ask questions during the meeting. Shareholders are reminded that they may ask questions in writing under the conditions set out below. 
 
 
GDPR Notice
Given the sanitary crisis linked to Covid-19, SCOR SE (5 Avenue Kléber - 75116 Paris), in its responsibility as data controller (hereinafter "SCOR"), is making an audiovisual retransmission of the Combined General Meeting of June 16, 2020, available to shareholders via the Internet.
 
The information is collected by the company MEDIASITE, which deploys the retransmission.
 
The legal basis for this data processing is to comply with SCOR's legal obligations as a listed company and with the rules concerning meetings in the context of the Covid-19 epidemic.
 
The information collected by this form is mandatory and is collected for the following purposes:
• Connection to the retransmission platform;
• Creation of an identification file for connected persons;
• Creation of statistics.
 
The data is kept for a period of three years.
 
You can access your data, modify it, or request its deletion or exercise your right to limit the processing of your data.
 
To exercise these rights or for any questions on the processing of your data, you can contact SCOR’s Data Protection Officer at privacy@scor.com or by the contact form on https://www.scor.com/en/media/contact-us
 
If, after having contacted the Data Protection Officer, you believe that your Data Protection rights are not being respected, you can send a complaint to the CNIL.
 
What are the different forms of General Shareholders’ Meetings?

What are the different forms of General Shareholders’ Meetings?

  • 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. 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.

 

What are the different ways of holding shares?
  • Bearer shareholders hold shares that are not registered with the issuer but are placed in an account with an intermediary and are therefore freely transferable.

 

  • Registered shareholders hold shares that are registered with the issuer (the company), 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.
PRACTICAL INFORMATION

Date: June 16, 2020, 10.00 am CET

Webcast link: Click here

 

 

DOCUMENTS RELATED TO THE 2020 GENERAL MEETING
Preparatory information and documents for the 2020 GM (Article R.225-73-1 of the French Commercial Code):
CONVENING NOTICE TO THE 2020 AGM
COMPOSITION OF THE OFFICE OF THE COMBINED GENERAL MEETING DATED JUNE 16, 2020

In accordance with Ordinance No. 2020-321 of March 25, 2020 and Decree No. 2020-418 of April 10, 2020, the combined General Meeting of SCOR SE being held in camera, the composition of the office of the combined General Meeting dated June 16, 2020 is as follows :

 

Mr. Denis Kessler, Chairman and Chief Executif officer of SCOR SE is Chairman of the combined General Meeting.

 

The scrutineers are:

 

  • Mr. Romain Launay, Groupe Chief Operating officer and shareholder of SCOR SE;
  • Mr. François de Varenne, President of the management board (directoire) of SCOR Investment Partners SE and shareholder of SCOR SE.

 

Mrs Claire Le Gall-Robinson, General Secretary of the Group, act as Secretary of the office.

 

Maître Stéphane Van Kemmel, bailiff, also attends the General Meeting.

 

2019 FINANCIAL STATEMENTS
BOARD OF DIRECTORS’ REPORTS

 

STATUTORY AUDITORS’ REPORTS
VOTING FORM AND DELEGATION OF POWERS

The documents listed under Article R.225-73-1 of the French Commercial Code are available on the present SCOR website.  (https://www.scor.com/en/combined-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:

 

BNP Paribas Securities Services
CTO Assemblées Générales
Les Grands Moulins de Pantin 
9 rue du Débarcadère
93761 Pantin Cedex, France

Or preferably by e-mail to the following address : paris.bp2s.gis.assemblees@bnpparibas.com

 

or

 

SCOR’s Investors Relations Department     
investorrelations@scor.com

 

All documents that must be submitted to the General Meeting will be made available to shareholders in accordance with applicable law. Shareholders may ask for the communication of these documents by sending your request to the e-mail address : actionnaires@scor.com

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 (actionnaires@scor.com), at least four (4) business days before the date of the general shareholder’s meeting (i.e. June 10, 2020). 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 BNP Paribas Securities Services, or in the bearer share accounts held by the authorized intermediary.

 

2019 DIVIDEND

The Board of Directors of SCOR SE, which met on May 25, 2020, has decided to propose to the Shareholders’ Meeting of June 16, 2020, that no dividend be distributed for the 2019 fiscal year and that the entire income for that year be allocated to distributable earnings. 

 
HOW TO TAKE PART AND VOTE IN SCOR'S GENERAL MEETING

It is recalled that in line with the sanitary measures taken by the French government for the prevention of spread of the COVID-19 virus, the Board of Directors decided, pursuant to article 4 of the Ordinance n° 2020-321 of March 25, 2020 and articles 7 and 10 of the Decree 2020-548 of May 25 2020, to hold the General Meeting in camera, without the physical presence of the shareholders and their proxies.

 

Consequently, exceptionally, during this General Meeting, the shareholders cannot,

  • attend physically to the meeting, nor your proxy,
  • propose a new resolution nor amendments during this General Meeting,
  • ask questions during this General Meeting.

The General Meeting will be transmitted on the Company’s website (Scor.com)

 

Under these conditions, shareholders will be able to exercise their voting rights remotely or by giving a proxy. They can use the Votaccess website or use the unique voting and proxy form (the voting procedures are described below). The Company encourages its shareholders to use the VOTACCESS voting website.

Who can participate?
Any shareholder, regardless of the number of shares he or she owns, may participate to this General Meeting.
 
Pursuant to Article R. 225-85 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., Friday June 12, 2020), 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.225 85 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.225-85 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 or the proxy voting form.
How to participate to the General Meeting via Internet (VOTACCESS) ?

Exceptionally this General Meeting takes place in camera and shareholders cannot ask for the admission card.

 

The shareholders have the possibility to:

  • vote or 
  • appoint the President of the General Assembly as proxy, or
  • designate another proxy to vote on his behalf (or to revoke a proxy).

In accordance with the provisions of Article R.225-79 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 VOTACCESS secured platform under the following conditions:

 

 

  • Holders of registered shares (either 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 VOTACCESS website through the Planetshares site at the following address: https://planetshares.bnpparibas.com 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 left corner of their convening letter that they receive by courier. If the shareholders no longer have access to their identifying number and/or password, they may call +33 (0) 826 109 119.

 

After logging on, holders of registered shares must follow the instructions provided on the screen in order to access the VOTACCESS website and vote, appoint the Chairman of the General Meeting as proxy or appoint another person of his choice as proxy.

 

Specific situation for the employees or former employees of SCOR holding shares in administered registered form 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 and/or holding shares as part of a company savings plan (PEE) managed by Société Générale Securities Services may access the dedicated, secure website of the General Meeting by logging onto the Planetshares website (https://planetshares.bnpparibas.com ) using the identifying number located in the top right corner of their paper voting form and an identification criterion which corresponds to 8 last digits of their Société Générale Securities Services identifying number which is made up of 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 VOTACCESS dedicated secure website of the General Meeting and vote, or designate or revoke 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 VOTACCESS website and, if applicable, if said access is subject to particular conditions of use.

 

  • If the account-keeping institution is connected to the VOTACCESS 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 VOTACCESS website and vote or appoint the Chairman of the General Meeting as proxy or designate or revoke another proxy.

 

  • If an account-keeping institution is not connected to the VOTACCESS website, it is stated that the appointment or removal of a proxy may be notified electronically in accordance with the provisions of Article R.225-79 of the Code of Commerce as follows:

 

  • the shareholder must send an email to paris.bp2s.france.cts.mandats@bnpparibas.com. 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 the Service Assemblées Génerales de BNP Paribas Securities Services - CTO Assemblées Générales - Les Grands Moulins de Pantin 9, rue du Débarcadère - 93761 Pantin Cedex.

Only the notifications of appointment or removal of proxies may be addressed to the aforementioned email address. Any other request or notification regarding any other matter will not be taken into account and/or processed.

 

When to cast a vote or appoint the Chairman of the General Meeting or another person as proxy online?

VOTACCESS secured platform will be open from May 29, 2020.

 

1. The possibility to vote or to appoint the Chairman of the General Meeting as proxy online prior to the General Meeting will end on the day prior to the General Meeting (i.e., June 15, 2020), at 3 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.

 

2. Proxies specifying the identity of the agent must be received no later than the fourth calendar day prior to the General Meeting, i.e. Friday; June 12, 2020,

Nota : The proxy (other than the Chairman of the General Meeting) will not be able to physically attend the Meeting. They must send their voting instructions (by using the remote voting form) by email to BNP Paribas Securities Services at paris.bp2s.france.cts.mandats@bnpparibas.com, by no later than the fourth calendar day prior to the General Meeting, i.e. Friday, June 12, 2020 at midnight (Paris time).

 

How to obtain the required voting and proxy form?

The single postal voting form or proxy voting form by post as well its appendix’s can be obtained from BNP Paribas Securities Services or may download it from the Company’s website (https://www.scor.com/en/combined-general-meeting).

Holders of registered shares wishing to obtain their single postal voting form or proxy voting form by post may contact :

BNP Paribas Securities Services at the following address :

CTO Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex

or

SCOR SE at its registered office.

 

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.

The request to receive the form by post must be received or deposited at least six days before the scheduled date of the General Meeting (Wednesday, June 10, 2020)

 

How to attend the General Meeting by using the unique voting and proxy form ?

It is not possible to attend the General Meeting physically (1)

In light of the current sanitary situation and pursuant to Article 4 of the Ordinance n°2020-321 dated March 25, 2020 and Articles 7 and 10 of the Decree n° 2020-548 of May 11, 2020, neither the shareholders nor their proxies will be allowed to physically attend the meeting.

 

Please do not tick the box “Je désire assister à cette assemblée et demande une carte d’admission : dater et signer au bas du formulaire / I wish to attend the shareholder’s meeting and request an admission card : date and sign at the bottom of the form. »

 

No admission carte will be delivered for this General Meeting.

 

In this context, in order to participate to the General Meeting, shareholders may choose one of the two following options:

 

To grant a proxy any natural or legal person (2)

The shareholder can designate a proxy who will agree to vote as instructed by the shareholder.

 

The shareholder must, tick box « Je donne pouvoir à » (“I hereby appoint”), specify the identity of his or her agent, then date and sign the bottom of the form.

 

The proxy will not be able to physically attend the Meeting. They must send their voting instructions (by using the remote voting form) by email to BNP Paribas Securities Services at paris.bp2s.france.cts.mandats@bnpparibas.com, by no later than the fourth calendar day prior to the General Meeting, i.e. Friday, June 12, 2020 at midnight (Paris time).

 

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.

 

Proxy to the Chairman of the General Meeting (3)

The shareholder must tick box “Je donne pouvoir au Président de Assemblée Générale (I hereby give my proxy to the Chairman of the General Meeting)”, 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 perform any other vote, shareholders must designate a proxy who will agree to vote as instructed by the shareholder.

 

 To vote by post (4)

The shareholder must tick box « 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.

 

How to fill in 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.

 

When and where can the form be sent back by postal service?

1. Duly completed and signed postal voting forms and forms granting proxy to the Chairman of the General Assembly shall be received by BNP Paribas Securities Services at the herebelow indicated postal address by 3 p.m. (Paris Time) on the day preceding the General Meeting at the latest (i.e. June 15, 2020):

 

2. Proxies specifying the identity of the agent must be received by BNP Paribas Securities Services no later than the fourth calendar day prior to the General Meeting, i.e. Friday; June 12, 2020, addressed by post to BNP Paribas Securities Services (to the herebelow mentioned address) or by e-mail at the following address: paris.bp2s.france.cts.mandats@bnpparibas.com.

Nota : The proxy (other than the Chairman of the General Meeting) will not be able to physically attend the Meeting. They must send their voting instructions (by using the remote voting form) by email to BNP Paribas Securities Services at paris.bp2s.france.cts.mandats@bnpparibas.com, by no later than the fourth calendar day prior to the General Meeting, i.e. Friday, June 12, 2020 at midnight (Paris time) .

Only the notifications of appointment or removal of proxies may be addressed to the aforementioned email address of BNP Paribas Securities Services. Any other request or notification regarding any other matter will not be taken into account and/or processed.

 

The shareholders shall send their voting or proxy form to the following adress:

 

For holders of registered shares: to BNP Paribas Securities Services, CTO Assemblées,Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin - Cedex, France ; 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 (four calendar days before the General Meeting, i.e. Friday, June 12, 2020 at midnight (Paris time)) to BNP Paribas Securities Services, an institution appointed by SCOR SE and centralizing the Meeting (to the hereabove mentioned postal address) for which every institution holding SCOR SE securities has been designated as "domicile", accompanied by a participation certificate (attestation de participation).

 

If you have not received or if you have mislaid your unique postal and proxy voting form, it is available upon request at BNP Paribas Securities or it can be downloaded on the company's website at https://www.scor.com/en/combined-general-meeting. The form may then, be sent back to BNP Paribas Securities, at the address and within the delay 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.

 

Modification of voting instructions

In view of the exceptional situation due to Covid-19, by way of derogation from III of Article R. 225-85 of the French Commercial Code and without the need for a clause in the Articles of Association, a shareholder who has already cast a postal vote, sent a proxy or requested an admission card (carte d’admission) or a certificate of participation (attestation de participation)  may choose another means of participation in the Meeting provided that his instruction to this effect is received within a period of time compatible with the rules relating to each means of participation. Notwithstanding the second sentence of Article R. 225-80 of this Code, the previous instructions received are then revoked.

 

What happens in the event of a transfer of shares prior to the General Meeting?

Any shareholder who has already voted by post, issued a proxy or made a request for an entry card (carte d’admission) or a participation certificate (attestation de participation) will no longer have the possibility of choosing a different method in order to participate in the General Meeting. Nevertheless, such shareholder shall retain the right to transfer all or some of their shares in the meantime. 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, the Company must invalidate or amend the postal vote cast, the proxy 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, it shall neither be notified by the authorized intermediary nor taken into account by the Company, notwithstanding any agreement to the contrary.

 

How and where to get the preparatory documents for the General Meeting?

All the documents listed under Article R.225-73-1 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/combined-general-meeting.

 

Taking into account the current sanitary situation and pursuant to article 3 of the Ordinance n°2020-321 dated March 25, 2020, shareholders willing to obtain notably the documents referred to in Articles  R. 225-81 and R. 225-83 of the French Commercial Code are invited to provide the Company with their electronic address in order for the Company to communicate these documents electronically.

 

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:

 

BNP Paribas Securities Services
CTO – Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin – Cedex


or
preferably by e-mail to the following address: paris.bp2s.gis.assemblees@bnpparibas.com


or
SCOR’s Investor Relations Department: investorrelations@scor.com 

 

The holders of bearer shares have to send their request along with a certificate of registration of SCOR shares (attestation d’inscription en compte).

 

All documents that must be submitted to the General Meeting will be made available to shareholders in accordance with applicable law.