The shareholders of SCOR SE are hereby informed that the annual ordinary and extraordinary Shareholders’ Meeting will take place at 10:00 on Thursday 25 April 2013 at the Group’s headquarters:
5, avenue Kléber
75795 Paris cedex 16
The corresponding notice of meeting is published in the Bulletin des Annonces Légales Obligatoires of 20 March 2013 and contains the agenda and the draft text of the resolutions due to be submitted to a shareholder vote.
Holders of bearer shares should ask their financial intermediaries for proxy and distance voting forms. Holders of registered shares will receive these forms with their convening notice.
Information relating to this Meeting may be consulted on SCOR’s website at www.scor.com under the “Investors/Annual General Meetings” section.
Shareholders may also obtain the preparatory documents for the Meeting within the legally authorised period from SCOR’s website or on request from the Investor Relations department (firstname.lastname@example.org).
The proposed dividend for 2012 is EUR 1.20 per share, fully payable in cash. Subject to the approval of the Meeting, the ex-dividend date will be set at30 April 2013 and the dividend will be paid on3 May 2013.
The appointments of four out of the twelve directors sitting on the Board of Directors, as well as that of the non-voting director (censeur), will reach their term during the course of the next General Shareholders' Meeting.
In this context, further to a proposal from the Compensation and Nominations Committee, the Board of Directors pursues the guidelines adopted in 2011 with a view to the renewal of the appointments. All Directors agreed upon the necessity to maintain the Board with a reduced size, to have more female board members, to continue the efforts made to reduce the average age and to favor increased internationalization and diversification of skills, while at the same time maintaining a preponderance of independent directors (as assessed by the Compensation and Nominations Committee in accordance with the criteria set by the Internal Operating Rules of the Board of Directors on the basis of the recommendations set out in the AFEP-MEDEF Corporate Governance Code, i.e. 11 independent directors out of 13 in the new configuration being proposed.)
These principles have therefore governed the choice of candidate directors who have moreover been, with regard to the Company's activity, the subject of an assessment concerning their knowledge, skills and experience, of their merits and of their independence, all qualities that are necessary for the holding of this office.
In addition, further to a proposal from the Compensation and Nominations Committee, the Board of Directors has decided not to propose the renewal of the appointment of the non-voting director (censeur).
In this context, the Board is asking shareholders to make the following appointments and approve the following renewals of appointments:
It is proposed to renew the appointment of Gérard Andreck as a director of the Company for a term of 2 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2014.
Gérard Andreck, a French citizen, has been Chairman of the MACIF Group since June 2006. Mr. Andreck has a deep interest in the mutual company and insurance sector, and he served as President of CJDES (Centre des Jeunes Dirigeants de l’Economie Sociale) from 1991 to 1993. In June 1997, he became Chief Executive Officer of MACIF and second-in-command to the then Chairman Jean Simonnet. Gérard Andreck was instrumental in the development of the close partnership between Caisses d'Epargne, MACIF and MAIF in October 2004, and he was appointed Chairman of the Management Board of the holding company that formalized this partnership in November 2005. On July 1, 2008, he was appointed Chairman of the Groupement des Entreprises Mututelles d’Assurances (GEMA) for three years and became President of the Conseil des Entreprises, Employeurs et Groupements de l’Economie Sociale (CEGES) on May 12, 2009. In October 2010, he was appointed to the Conseil Economique et Social et Environnemental (CESE).
Gérard Andreck was first appointed director of the Company in 2008.
It is proposed to renew the appointment of Charles Gave as a director of the Company for a term of 2 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2014.
Charles Gave, a French citizen, has been researching tactical asset allocation for over forty years. In 1974, after three years as a financial analyst in a French investment bank, Charles created CECOGEST, an independent research firm through which he serviced a wide portfolio of clients across the world for 12 years. In 1986, Charles Gave stepped away from pure research to move into money management: he co-founded Cursitor-Eaton Asset Management where he was in charge of investment policy and managed over 10 billion dollars of institutional money on a global asset allocation mandate. Cursitor was sold in 1995 to Alliance Capital which Charles finally left in 1998 to create GaveKal, where he currently serves as Chairman. Today, he is a member of the Board of Directors of Marshall-Wace and Grace Financial. Charles Gave will strengthen the Board's skills in terms of knowledge of financial markets, and will also provide in-depth expertise on Asian markets, thanks to his professional activity which is today divided between Europe and Hong Kong.
Charles Gave was first appointed as a director of the Company in 2011.
It is proposed to appoint Andreas Brandstetter as a director of the Company for a term of 2 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2014.
Andreas Brandstetter, an Austrian citizen, was a member of the Management Board of UNIQA Versicherungen AG from 2002 to 2011.
Since 2011, he has been the Chairman of the Management Board and Manager of UNIQA, Chief Executive Officer of Austria Versicherungsverein Privatstiftung, a member of the Management Board of PEIF (Pan European Insurance Forum), Deputy Manager of the banking and insurance division of the Austrian Economic Chamber, and a member of Management Board of the Federation of Austrian Industry.
It is proposed to appoint Thierry Derez as a director of the Company for a term of 4 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2016.
Thierry Derez, a French citizen, was a lawyer practicing in Paris, before joining the insurance group AM-GMF in 1995, first as Deputy Chief Executive Officer of GMF and then as Chairman and Chief Executive Officer of Assurances Mutuelles de France and of GMF in 2001 and as Chairman and Chief Executive Officer of the group AZUR-GMF in September 2003.
He is currently Chairman of the Board of Directors of Assurances Mutuelles de France, of GMF Assurances and Chairman and Chief Executive Officer of Garantie Mutuelle des Fonctionnaires (GMF).
He was appointed as director of MAAF Assurances in November 2004 and became its Chairman and Chief Executive Officer in June 2005.
Since June 2007, he has been the Chairman of the Board of Directors of MMA IARD Assurances Mutuelles, MMA IARD, MMA Assurances Mutuelles and MMA Mutual Life.
Since 2008, he has been Chairman and Chief Executive Officer of Covéa.
It is proposed to appoint Kory Sorenson as a director of the Company for a term of 2 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2014.
Kory Sorenson, a British citizen, born in the United States, has made her career in finance, devoting the last fifteen years exclusively to the management of capital and risk in insurance companies and banking institutions. More recently, she has offered consulting services in the field of insurance. Until the end of 2010 she held the position of Managing Director, Head of Insurance Capital Markets at Barclays Capital in London, where her team has conducted innovative transactions in capital management such as the launch of the first private and renewable securitizations. She also conducted mergers and acquisitions, as well as equity transactions, hybrid capital and coverage for major insurance companies. She previously led the team in charge of the financial markets specializing in insurance at Credit Suisse and the team in charge of debt markets in financial institutions at Lehman Brothers in Germany, Austria and the Netherlands. She began her career in investment banks at Morgan Stanley and in the financial sector at Total SA.
She speaks French fluently and holds a Masters from the Institut d'Etudes Politiques de Paris, a Masters in Applied Economics from the University of Paris Dauphine and a BA in Political Science and Econometrics with honors from the American University in Washington DC.
It is proposed to appoint Fields Wicker-Miurin as a director of the Company for a term of 2 years, expiring at the end of the General Shareholders' Meeting called to vote on the accounts for the fiscal year ended December 31, 2014.
Fields Wicker-Miurin, an American and British citizen, studied in France, at the Institut d'Etudes Politiques de Paris and then in the United States and Italy. She graduated from the University of Virginia and Johns Hopkins University. Fields Wicker-Miurin began her banking career at the Philadelphia National Bank, for which she opened the Luxembourg office and expanded activities in Benelux, Italy, Greece and Turkey. She then joined the Group Strategic Planning Associates (Mercer Management Consulting) before becoming, in 1994, Chief Financial Officer and Head of Strategy of the London Stock Exchange. In 2002, she was one of the founders of Leaders' Quest, whose activity is to organize programs to exchange experiences that allow international leaders from all sectors to meet actors from business and civil society in emerging countries. In 2007, she received the Order of the British Empire, she was a member of the Nasdaq Technology Advisory Council and of a panel of experts on the harmonization of financial markets with the European Parliament.
She is also a director of BNP Paribas, CDC Group Plc and Ballarpur International Graphic Paper Holdings.