28Apr10

Press release

Group

SCOR’s Combined General Meeting adopts all proposed resolutions

At today’s Combined General Meeting of SCOR SE, held in Paris at La Défense and chaired by Denis Kessler, all the resolutions were approved.

At today’s Combined General Meeting of SCOR SE, held in Paris at La Défense and chaired by Denis Kessler, all the resolutions were approved. The results of each vote are set out below:


Concerning the ordinary shareholders’ meeting:
 
1. Approval of the annual accounts for the fiscal year ended 31 December 2009 - resolution approved by 100% of the votes;
 
2. Allocation of income and determination of the dividend for the fiscal year ended 31 December 2009 - resolution approved by 99.9% of the votes;
 
3. Option for the payment of the dividend in shares - resolution approved by 95.1% of the votes;
 
4. Approval of the consolidated accounts for the fiscal year ended 31 December 2009 - resolution approved by 100% of the votes;
 
5. Approval of the agreements referred to in the Statutory Auditors’ special report pursuant to Article L. 225-38 of the French Commercial Code - resolution approved by 99.1% of the votes;
 
6. Directors’ attendance fees - resolution approved by 99.6% of the votes;
 
7. Appointment of Ms. Monica Mondardini as director of the Company - resolution approved by 99.8% of the votes;
 
8. Authorization granted to the Board of Directors to carry out transactions on the shares of the Company - resolution approved by 99.8% of the votes;
 
9. Powers of attorney to carry out formalities - resolution approved by 99.9% of the votes;


Concerning the extraordinary shareholders’ meeting:
 
10. Delegation of authority granted to the Board of Directors in the context of the provisions of Article L. 225-129-2 of the French Commercial Code, for the purpose of deciding on the incorporation of profits, reserves or premiums into the share capital - resolution approved by 99.8% of the votes;
 
11. Delegation of authority granted to the Board of Directors in accordance with the provisions of Article L. 225-129-2 of the French Commercial Code, for the purpose of deciding on the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, without cancellation of preferential subscription rights - resolution approved by 99.3% of the votes;
 
12. Delegation of authority granted to the Board of Directors in accordance with the provisions of Article L. 225-129-2 of the French Commercial Code, for the purpose of deciding on the issuance, in the context of a public offering, of shares and/or of securities granting access to capital or entitling the holder to a debt instrument, with cancellation of preferential subscription rights - resolution approved by 90.6% of the votes;
 
13. Delegation of authority granted to the Board of Directors in accordance with the provisions of Article L. 225-129-2 and L. 225-136 of the French Commercial Code, for the purpose of deciding on the issuance, in the context of an offer as described by paragraph II of Article L. 411-2 of the French Monetary and Financial Code, of shares
and/or of securities granting access to capital or entitling the holder to a debt instrument, with cancellation of preferential subscription rights - resolution approved by 85% of the votes;
 
14. Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or securities granting access to the Company’s capital or entitling the holder to a debt instrument, as remuneration for shares contributed to the Company in the context of any public exchange offer launched by the Company - resolution approved by 89.6% of the votes;
 
15. Delegation granted to the Board of Directors for the purpose of the issuance of shares and/or securities granting access to the Company’s capital or entitling the holder to a debt instrument, as remuneration for shares contributed to the Company in the context of contributions in kind up to a limit of 10% of its share capital - resolution approved by 90.3% of the votes;
 
16. Authorization granted to the Board of Directors for the purpose of increasing the number of shares in the event of a share capital increase with or without preferential subscription rights - resolution approved by 90.6% of the votes;
 
17. Delegation of authority granted to the Board of Directors for the purpose of issuing securities granting access to the Company’s share capital, with cancellation of preferential shareholder subscription rights, reserved for one category of entities, ensuring the underwriting of the Company’s equity securities - resolution approved by 94.1% of the votes;
 
18. Authorization granted to the Board of Directors for the purpose of reducing the share capital through the cancellation of treasury shares - resolution approved by 99.5% of the votes;
 
19. Authorization granted to the Board of Directors in order to grant options to subscribe to and/or purchase shares in favour of salaried employees and executive directors (dirigeants-mandataires sociaux) - resolution approved by 75.2% of the votes;
 
20. Authorization granted to the Board of Directors in order to freely allocate ordinary shares of the Company to salaried employees and executive directors (dirigeants mandataires sociaux) - resolution approved by 72.8% of the votes;
 
21. Delegation of authority to the Board of Directors in order to carry out an increase in share capital through the issuance of shares reserved for the members of savings plans (plans d’épargne), with cancellation of preferential subscription rights to the benefit of such members - resolution approved by 99.6% of the votes;
 
22. Aggregate ceiling of the capital increases - resolution approved by 99.8% of the votes;
 
23. Modifications to the rules governing the expiry of the mandates of members of the Board of Directors and corresponding modification of Articles 10-I and 17 of the Company’s by-laws - resolution approved by 94.4% of the votes;
 
24. Modifications to the rules governing the expiry of the mandates of the Chairman of the Board of Directors, of the Chief Executive Officer (Directeur Général) and of the Deputy Chief Executive Officer or Officers (Directeurs Généraux Délégués) and corresponding modification of Articles 14 and 16 of the Company’s by-laws - resolution approved by 94.9% of the votes;
 
25. Powers of attorney for the completion of formalities - resolution approved by 99.9% of the votes.
 
 
Concerning the appointment of Madame Mondardini:
 
Monica Mondardini was appointed by the Shareholders’ Meeting of 28 April 2010 to the Company's Board of Directors as an independent Director. The Board of Directors considers that the recognised experience of Monica Mondardini in the field of insurance, along with her diverse professional background and her broad international experience, will be a valuable addition in terms of skills and will provide a new perspective to the governance of the Group.
 
Denis Kessler, Chairman and Chief Executive Officer of SCOR, commented: "I am very happy that all of the resolutions proposed at the AGM were accepted by our shareholders. These resolutions guarantee optimized governance ahead of the significant challenges our Group will have to face. I would also like to thank Monica Mondardini for accepting this proposed appointment. Her education, varied professional experience and European vision will be valuable assets for our Board of Directors."
 
 
Biography
 
Born on 26 September 1960 in Cesena (Italy), Monica Mondardini holds a degree in Economic and Statistical Sciences from the University of Bologna. Her first professional experience was in publishing, first with the Fabbri group, then with Hachette, where she became Director of the "High-quality illustrated books" division based in Paris.
 
In 1998 she joined the Generali group as Managing Director of Europ Assistance in Paris. Two years later she returned to Italy to join the headquarters of the Generali group, taking responsibility for the Planning and Control department. In 2001 she left Trieste for Madrid, where she held the post of Managing Director of Generali Espana.
 
In 2008 she became the new Managing Director of Gruppo Editoriale L’Espresso S.p.A.

 

Contact

Marie-Laurence Bouchon

Group Head of Communications

+33 (0)1 58 44 75 43

mbouchon@scor.com

 

Ian Kelly

Head of Investor Relations

+44 203 207 8561

ikelly@scor.com