Shareholders' meetings

The Combined General Meeting was held on June 30, 2021

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INTRODUCTION & GENERAL INFORMATION

 

Covid-19 Disclaimer

In accordance with Article 4 of Order no. 2020-321 of March 25, 2020 and Decree n° 2020-1310 of October 29, 2020 as modified and extended, the board of directors of SCOR decided that the combined shareholders’ meeting will be held behind closed doors without the shareholders and other persons entitled to attend in person.

Various administrative measures prohibiting or limiting for health reasons the travels or the public gatherings are indeed impeding, at the date of convening of the general meeting, the physical presence of the general meeting’s members. Consequently, neither shareholders nor their proxies will be able to attend the meeting, whether in person, by telephone or audiovisual conference.  

Exceptionally, the general meeting taking place without the physical presence of the shareholders and the vote being remote, the shareholders will not be able to propose new resolutions or amendments at the general meeting.  They can ask questions in written during the general meeting via the webcast. It is also recalled that the shareholders have the option to send written questions before the general meeting to the Company subject to the conditions provided for below. The shareholders are also encouraged to focus on the transmission of all their requests and documents electronically.

Under these conditions, no admission card shall be issued and the shareholders will be able to exercise their right to vote only remotely and prior to the general meeting. The Company encourages its shareholders to use the Votaccess voting website to exercise their voting rights. 

The shareholders’ meeting will be broadcast live and will also be available for replay on the Company’s website (https://www.scor.com/en/shareholders-meetings).
 

Accordion

These are mainly defined by their purpose and respective areas of intervention, as set out in the agenda.

Ordinary general meeting (OGM) 
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 (OGM and EGM) on the same date, and under the same convening notice.
 

  • 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.
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2020 FINANCIAL RESULTS

Denis Kessler, chairman and chief executive officer at SCOR comments SCOR's 2020 financial results

Denis Kessler - SCOR's 2020 Annual Results

 

PRACTICAL INFORMATION

Date
June 30 2021, 10:00 am CET

Click here to watch the replay of the Combined General Meeting which took place on June 30, 2021, at 10AM CET

 
Address
SCOR SE
5, avenue Kléber
75016 Paris 
France.
 

In accordance with Article 4 of Order no. 2020-321 of March 25, 2020 and Decree n° 2020-1310 of October 29, 2020, extended and modified, the board of directors of SCOR decided that the combined shareholders’ meeting will be held without the physical presence of the shareholders and other persons entitled to attend.

 

Click here to access the General Meeting Archives (2010-2020)

 

 

Documents related to the 2021 General Meeting

Preparatory information and documents for the 2021 GM (Article R.225-73-1 of the French Commercial Code):

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Statutory Auditors’ Report on the draft resolutions submitted to the AGM [French]:

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All the 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/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:
 
BNP Paribas Securities Services
CTO Assemblées Générales
Les Grands Moulins de Pantin
9, rue du Débarcadère
93761 Pantin Cedex

 

or by e-mail to the following address: paris.bp2s.gis.assemblees@bnpparibas.com
 
or SCOR’s Investors Relations Department: 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 SCOR SE. Shareholders may ask for the communication of these documents by sending their request to the e-mail address: investorrelations@scor.com.
 

QUESTIONS OF SHAREHOLDERS
Accordion

Any shareholder may address written questions of their choice to the Board of Directors, which will be answered during the General Meeting or on the Company’s website at the latest by the fifth (5) business days following the General Meeting.

All shareholders have the ability to submit the written questions to the board of directors, which will be answered by the Company during the Meeting or on the Company’s website at the latest prior to the fifth (5th) day following the general meeting. Such written questions must be sent to the registered office of the Company (Immeuble SCOR, 5, avenue Kléber, 75795 Paris Cedex 16) by registered letter with acknowledgement of receipt, or by e-mail (investorrelations@scor.com), addressed to the chairman of the board of directors, at least two (2) business days prior to the date of the general meeting (i.e. June 28, 2021) and 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.

The questions and answers will be posted on the Company’s website (https://www.scor.com/en/shareholders-meetings) within the regulatory timeframe.
 

In addition, a new system will be put in place to maintain a continuous and open discussion during this General Meeting behind closed doors. The Company will give its shareholders the opportunity to directly submit their questions in writing on the live broadcast platform of the General Meeting, available on its website. The Company will make every effort to answer as many questions as possible during the General Meeting, within the time limit of the Q&A session. The questions may be selected in light of the time available. Furthermore, questions relating to the same theme may be grouped together.

The platform will be open from the start of the General Meeting on June 30, 2021 at 10:00 am, Paris time, until the Q&A session. Questions that could not be addressed during the meeting will be addressed by theme in a response published on the Company’s website as soon as possible after the General Meeting.
 

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2020 DIVIDEND

The proposed dividend for the fiscal year 2020 is EUR 1.80 per share, fully payable in cash. 
The ex-dividend date is set at July 2, 2021, and payment will be made on July 6, 2021.
 

 

HOW TO TAKE PART AND VOTE IN SCOR'S GENERAL MEETING
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Any shareholder, regardless of the number of shares he or she owns, may participate to this general meeting by voting remotely or by giving a proxy to the chairman of the general meeting.

Any shareholder may also give a proxy to any natural or legal person of his or her choice (Article L.225-106 and Article 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., Monday June 28, 2021), 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 attached to the postal voting form or the proxy voting form.
 

To the shareholder’s meeting brochure is attached the unique postal or proxy voting form for the holders of registered shares. 

The 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. 

Attending the general meeting in person (1)

Considering the health context and in compliance with the legal provisions mentioned above, neither the shareholders, nor the other persons authorised to attend, shall be allowed to 
attend the general meeting in person. Shareholders wishing to participate in this general meeting may choose one of the options described below.

This year, the shareholders can participate to the general meeting in live remotely by logging on the live broadcast platform (webcast) available on the website of the Company. They can ask questions during the meeting via this webcast. 

To grant a proxy to the 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), 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 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”), 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 are unsure how to fill in correctly the form, please refer to our tutorial “How to fill in the form?” for assistance.

NOTICE : Please be aware that you cannot send back both a proxy form and a postal vote form.

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 https://www.scor.com/en/shareholders-meetings. The form may then, be sent back to BNP Paribas Securities, at the address and within the timeframes mentioned above, along with a certificate of registration of SCOR shares (attestation d’inscription en compte).

Once completed and signed, the form should be returned to the following addresses:

  • For holders of registered shares: the form should be returned to BNP Paribas Securities Services, (CTO Assemblées Générales; Les Grands Moulins de Pantin; 9, rue du Débarcadère; 93761 Pantin Cedex) ; or
  • For holders of bearer shares: the form should be returned to the financial intermediary managing his or her share account which will issue a participation certificate and send both documents to BNP Paribas Securities Services (CTO Assemblées Générales; Les Grands Moulins de Pantin; 9, rue du Débarcadère; 93761 Pantin Cedex).

In order to be taken into account, the forms for voting by post or the proxy granted to the chairman of the general meeting must be received by the Company or the Assemblées Générales services of BNP Paribas Securities Services, at the latest on the day prior to the meeting (i.e. June 29, 2021), at 3 p.m., Paris time.

In order to be taken into account, proxies specifying the identity of the agent must be received by BNP Paribas Securities Services no later than the fourth (4th) calendar day prior to the general meeting, i.e. Saturday June 26, 2021 addressed by post to BNP Paribas Securities Services (CTO Assemblées Générales; Les Grands Moulins de Pantin; 9, rue du Débarcadère; 93761 Pantin Cedex) or sent by e-mail to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com.

The proxy (other than the chairman of the general meeting) will not be able to attend in person the meeting. They must use the remote voting form to send their instructions for the exercise of the mandates they hold to BNP Paribas Securities Services at paris.bp2s.france.cts.mandats@bnpparibas.com by no later than the fourth (4th) calendar day prior to the general meeting, i.e. Saturday June 26, 2021 at midnight (Paris Time) by email to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com.

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. 
 

In accordance with the provisions of Article R.225-61 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, which will be opened at the latest fifteen (15) days prior to the general meeting 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.

  • Holders of registered shares must log onto the Planetshares website with their usual access codes. 
  • Holders of administered registered shares must log onto the Planetshares website using their identifying number which appears in the top right corner of the 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 +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, or appoint or remove a proxy.
 
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 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 (https://planetshares.bnpparibas.com) using the identifying number located in the top right corner of their paper voting form sent to them by post 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 Votaccess 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 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 or revoke  a 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 via the internet in accordance with the provisions of Article R.22-10-24 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.

NOTICE: the possibility, on the one hand, to vote, or on the other hand, to grant a proxy to the chairman of the general meeting online prior to the general meeting will end on the day prior to the general meeting (i.e., June 29, 2021), at 3 p.m., Paris time. The possibility to appoint or to remove a proxy online prior to the general meeting will end no later than the fourth (4th) calendar day prior to the general meeting, i.e. Saturday June 26, 2021, at midnight, Paris time. The proxy (other than the chairman of the general meeting) will not be able to attend in person the meeting. They must use the remote voting form to send their instructions for the exercise of the mandates they hold to BNP Paribas Securities Services at paris.bp2s.france.cts.mandats@bnpparibas.com by no later than the fourth (4th) calendar day prior to the general meeting, i.e. Saturday June 26, 2021 at midnight (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.
 

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 pursuant to Order n°2020-321 of March 25, 2020 extended and modified, without the need for a clause in the Articles of Association, a shareholder who has already cast a postal vote or sent a proxy or requested 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. 

When a shareholder has already voted remotely or sent his proxy form under the terms set forth above and if he transfers his shares shortly before the general meeting, 
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. June 28, 2021), the Company must invalidate or amend the postal vote cast or 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 (i.e. June 28, 2021), 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/shareholders-meetings, at the latest from the twenty-first (21) day prior to the general meeting.

Considering the health risk context and pursuant to article 3 of Order n°2020-321 dated March 25, 2020 extended and modified, the shareholders seeking disclosure of 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 email address to the Company to communicate in order to obtain such documents by email. 

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 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).

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 this general meeting.