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Scor (PAR) : 27.78 EUR Increase of 3.43% 24/03/2025 17:35

  • 2025 Combined Shareholders' Meeting

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    INTRODUCTION & GENERAL INFORMATION

     

    2025 Combined Shareholders' Meeting - Practical Details
    Date & TimeLocation
    Tuesday April 29, 2025
    10.30 am (Paris time)    		SCOR SE
    5, avenue Kléber
    75016 Paris
    France
    Access map

     

    The Shareholders’ Meeting will be live streamed on the Company’s website: www.scor.com.

     

    What are the different types of Shareholders’ Meetings?

    Shareholders may be convened in a Shareholders’ Meeting in the following forms:

    • Ordinary Shareholders’ Meeting, this type of Shareholders’ Meeting is held at least once a year to inform shareholders on the Company's business operations, approve the accounts, decide on the allocation of profits and the amount of dividends, approve compensation policies individually or collectively, and proceed with the appointment and renewal of directors or observers. Decisions made at the Ordinary Shareholders’ Meeting must be approved by a simple majority of the shareholders present or represented.
    • Extraordinary Shareholders’ Meeting, this type of Shareholders’ Meeting is convened to approve authorizations and financial delegations allowing the company to increase or reduce its share capital, as well as any amendments to the articles of association. Decisions must be approved by a two-third majority of the shareholders present or represented.
    • Combined Shareholders’ Meeting, this type of Shareholders’ Meeting combines the two previous forms on the same date, and under the same convening notice.

     

    What are the different ways of holding shares?

    The right to attend the Shareholders’ Meeting is subject to the registration of shares in a securities account in the name of the shareholder or the intermediary acting on their behalf at midnight, Paris time, two working days before the meeting (i.e. 00.00 a.m. CET on Friday April 25, 2025):

    • for shareholders holding their shares in registered form, such registration must be made in an account held by Uptevia on behalf of the Company;
    • for shareholders holding their shares in bearer form, such registration must be made in an account held by an intermediary as stated in Article L. 211-3 of the French Monetary and Financial Code.

     

     

  • INFORMATION AND DOCUMENTS RELATED TO THE
    2025 COMBINED SHAREHOLDERS’ MEETING

    Information, preparatory documents and reports for the 2025 Combined Shareholders’ Meeting:

    Accordion

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    All documents and information referred to in Article R. 22-10-23 of the French Commercial Code, in particular the documents to be presented to the Shareholders’ Meeting in accordance with Article R. 225-83 of the French Commercial Code, will be made available to shareholders within the statutory time frame, no later than twenty-one days before the meeting (i.e. Tuesday, April 8, 2025), on the Company’s website.

    Shareholders may also, within the statutory time frame, obtain the documents referred to in Articles R. 225-81 and R. 225-83 of the French Commercial Code by sending a request to Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France) or to the Company’s Investor Relations department (investorrelations@scor.com).

    All shareholders have the option of asking questions in writing that the Board of Directors will be required to answer at the Shareholders’ Meeting or, in accordance with article L.225-108 of the French Commercial Code, will be deemed to have been answered if they appear on the Company's website in the section devoted to Q&A.

    These questions should be sent to the attention of the Chairman of the Board of Directors and sent by registered post with proof of receipt to the Company’s registered office (5, avenue Kléber, 75795 Paris Cedex 16) or by email to investorrelations@scor.com no later than four working days before the Shareholders’ Meeting (i.e. 0.00 a.m. CET on Wednesday, April 23, 2025).

    All written questions must be accompanied by a certificate of registration of the shares either in registered form in a securities account held by Uptevia on behalf of the Company or in bearer form in an account held by an intermediary as stated in Article L. 211-3 of the French Monetary and Financial Code.

     

    2024 DIVIDEND

    The proposed gross dividend per share for the fiscal year 2024 is EUR 1.80 per share.

    The ex-dividend date will be May 2, 2025, and the dividend will be paid on May 6, 2025.

    As a reminder, the following amounts were paid out as dividends in respect of the previous three years:

    Dividends in respect of the previous three years
    Year ended:12/31/202112/31/202212/31/2023
    Dividend
    (Amount eligible for the allowance provided for in Article 158-3-2 of the French General Tax Code)    		EUR 321,141,315.60(1) or EUR 1.80 per shareEUR 251,539,813.00(1) or EUR 1.40 per shareEUR 323,644,716.00(1) or EUR 1.80 per share
    (1) Amount decided by the Shareholders’ Meeting, excluding adjustments made on the ex-dividend date to take into account the number of treasury shares held by the Company and the number of new shares resulting from the exercise of stock options as of that date.

     

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    HOW TO PARTICIPATE AND VOTE AT 
    SCOR'S COMBINED SHAREHOLDERS’ MEETING

    It is strongly recommended to vote online on the VOTACCESS secured electronic platform.

    Accordion

    All shareholders, regardless of how many shares they hold, can attend the Shareholders’ Meeting in person or vote electronically or by post, or appoint a proxy.

    Any shareholder can appoint a legal or natural person of their choice to represent them at the Shareholders’ Meeting in accordance with Articles L. 225-106 and L. 22-10-39 of the French Commercial Code.

    In accordance with Article R. 22-10-28 of the French Commercial Code, to be entitled to attend the Shareholders’ Meeting, shares must be registered in a securities account in the name of the shareholder or the intermediary acting on their behalf (in accordance with the seventh paragraph of Article
    L. 228-1 of the French Commercial Code) at midnight, Paris time, two working days before the meeting (i.e. 00.00 a.m. CET on Friday April 25, 2025):

    • either in registered form in an account held by Uptevia on behalf of the Company;
    • or in bearer form in an account held by an intermediary as stated in Article L. 211-3 of the French Monetary and Financial Code.

    Only shareholders that meet the conditions set out in Article R. 22-10-28 as mentioned above on this date will be able to attend and vote at the Shareholders’ Meeting.

    Evidence of bearer shares registered in a securities account held by an intermediary stated in Article L. 211-3 of the French Monetary and Financial Code is provided in the form of a shareholding certificate issued by the intermediary (if applicable, in electronic form as stated Article R. 225-61 of the French Commercial Code (in reference to Article R. 22-10-28)), as an attachment to the absentee or proxy voting form or upon requesting an admission card filled out in the shareholder’s name or on behalf of the shareholder represented by the registered intermediary.

    A certificate is also issued to shareholders wishing to attend the Shareholders’ Meeting in person who have not received or have misplaced their admission card at midnight, Paris time, two business days before the Shareholders’ Meeting (i.e. 00.00 a.m. CET on Friday April 25, 2025). Bearer shareholders will have to contact the financial intermediary with which their shares are registered in an account to obtain the absentee or proxy voting form or request an admission card.

    • Shareholders holding their shares in registered form and employee shareholders or former SCOR Group employees will receive by a meeting brochure (brochure de convocation) together with a single form for postal or proxy voting or for requesting an admission card (carte d’admission).
    • Shareholders holding their shares in bearer form 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 admission card.

    Shareholders who want to attend the Shareholders’ Meeting in person may request an admission card either by post or online, as follows:

    Request of an admission card by post

    • Shareholders holding their shares in registered form: these shareholders will have to fill in the voting form attached to the meeting brochure (brochure de convocation), specifying that they want to attend the Shareholders’ Meeting in person and obtain an admission card. In this case, the form must be dated and signed and then sent to Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France) using the envelope provided. Alternatively, registered shareholders may present themselves on the date of the Shareholders’ Meeting directly at the relevant desk, providing proof of identification.
    • Shareholders holding their shares in bearer form: these shareholders will have to ask the financial intermediary that holds the account in which their shares are registered for an admission card to be sent to them.

    Request of an admission card online

    • Shareholders holding their shares in pure registered form: these shareholders will be able to access the voting platform via their shareholder area at https://www.investors.uptevia.com/ using their usual access codes.
      If a shareholder no longer has their login and/or password, they can call (in France) 0 800 007 535.
      Once they have logged in, shareholders will have to follow the instructions given on screen to access the VOTACCESS secured electronic platform and request their admission card.
    • Shareholders holding their shares in administered registered form and employee shareholders or former SCOR Group employees: these shareholders will be able to access the voting platform via the VoteAG website at https://www.voteag.com/ using the temporary codes provided on the voting form or electronic meeting notice.
      If a shareholder no longer has their login and/or password, they can call (in France) 0 800 007 535.
      Once they have logged in, shareholders will then have to follow the instructions given on screen to access the VOTACCESS secured electronic platform and request their admission card.
    • Shareholders holding their shares in bearer form, these shareholders will have to find out whether the institution that holds their account has access to the VOTACCESS secured electronic platform and, if applicable, whether this access is subject to any specific terms of use. If the institution that holds the shareholder’s account has access to the VOTACCESS secured electronic platform, it will have to identify itself on the online portal of the institution that holds the account using its usual access codes. This shareholder will then have to click on the icon that comes up on the line corresponding to their shares in the Company and follow the instructions given on screen to access the VOTACCESS secured electronic platform and request an admission card. Only holders of bearer shares whose account holder has signed up to the VOTACCESS secured electronic platform will be able to request an admission card online.

    To avoid overwhelming the website and in view of the time needed to process forms (and, if applicable, the time needed to send and receive admission cards), shareholders are advised not to wait until the day before the meeting to vote. Shareholders are reminded that the admission card is strictly for their own use and is non-transferable. It does not allow anyone else to accompany them to the Shareholders’ Meeting.

    All shareholders can procure a proxy notice to the Chair of the Shareholders’ Meeting either by post or by internet.

    In that case, the proxy will be granted to the Chair of the Shareholders’ 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.

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

    If proxy is granted without naming a proxy holder or granting proxy to the Chairman, the Chairman of the Shareholders’ Meeting will vote in favor of proposed resolutions put forward or agreed by the Board of Directors and vote against any other proposed resolutions.

    If they wish to vote otherwise, shareholders must grant proxy to a proxy holder who agrees to vote in accordance with their instructions. Shareholders will only be able to vote or appoint or revoke a proxy online before the Shareholders’ Meeting until 3.00 p.m., Paris time, on the day before the Shareholders’ Meeting (i.e. 3.00 p.m. CET on Monday, April 28, 2025).

    Each shareholder must specify their vote for each resolution on the single voting form and then date and sign the bottom of it.

    • Shareholders holding their shares in registered form: these shareholders will have to fill in the absentee or proxy voting form attached to the meeting brochure (brochure de convocation), which must then be returned dated and signed in the envelope provided to Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France).
    • Shareholders holding their shares in bearer form: once the meeting has been called, these shareholders will have to ask the financial intermediary that holds the account in which their shares are registered to send them the absentee or proxy voting form. This form should be filled in by the shareholder and then returned to the institution that holds their account, along with a shareholding certificate, to Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France).

    To be taken into account, absentee or proxy voting forms must be received by Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France) no later than 3.00 p.m., Paris time, on the day before the meeting (i.e. 
    3.00 pm CET on Monday April 28, 2025).

    In view of the time needed to process forms, shareholders are advised not to wait until the day before the meeting to vote.

    Shareholders who have requested an admission card request, proxy or absentee voting form will not be able to change the means by which they take part in the Shareholders’ Meeting.

    Shareholders will be able to vote online using the VOTACCCESS secured electronic platform, which will open no later than 15 days before the Shareholders’ Meeting (i.e. by Monday April 14, 2025).

    • Shareholders holding their shares in pure registered form: these shareholders will be able to access the voting platform via their shareholder area at https://www.investors.uptevia.com/ using their usual access codes.
      If a shareholder no longer has their login and/or password, they can call (in France): 0 800 007 535.
      Once they have logged in, shareholders will then have to follow the instructions given on screen to access the VOTACCESS secured electronic platform and vote or appoint or revoke a proxy holder.
    • Shareholders holding their shares in administred registered form and employee shareholders or former SCOR Group employees: these shareholders will be able to access the voting platform via the VoteAG website at https://www.voteag.com/ using the temporary codes provided on the voting form or electronic meeting notice.
      If a shareholder no longer has their login and/or password, they can call (in France) 0 800 007 535.
      Once they have logged in, shareholders will then have to follow the instructions given on screen to access the VOTACCESS secured electronic platform and vote or appoint or revoke a proxy holder.
    • Shareholders holding their shares in in bearer form: these shareholders will have to find out whether the institution that holds their account has access to the VOTACCESS secured electronic platform and, if applicable, whether this access is subject to any specific terms of use.
      • If the institution that holds the shareholder’s account has access to the VOTACCESS secured electronic platform, it will have to identify itself on the online portal of the institution that holds the account using its usual access codes. This shareholder will then have to click on the icon that comes up on the line corresponding to their shares and follow the instructions given on screen to access the VOTACCESS secured electronic platform and vote or appoint or revoke a proxy holder.
      • If the institution that holds the shareholder’s account does not have access to the VOTACCCESS secured electronic platform, electronic notification can be given of the appointment or revocation of a proxy holder in accordance with Article R. 22-10-24 of the French Commercial Code, by sending an email to ct-mandataires-assemblees@uptevia.com. A digital copy of the completed and signed attendance form must be attached to this email. Holders of bearer shares must also attach a shareholding certificate provided by their accredited intermediary.

    This email must contain the following information: name of the concerned company, date of the meeting, full name, address, the principal’s bank details and the full name and, if possible, address of their proxy holder. Shareholders must ask the financial intermediary that manages their securities account to send written confirmation to Uptevia’s General Meetings department (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France).

    The absentee or proxy voting form can be requested from Uptevia and downloaded from the Company’s website from twenty-one days before the Shareholders’ Meeting (i.e. as of Tuesday April 8, 2025). Paper forms can also be requested from Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France), provided that the request is sent no later than six days before the date of the Shareholders’ Meeting (i.e. by Wednesday, April 23, 2025).

    Only notifications of the appointment or revocation of proxies that are duly signed, completed, received and confirmed no later than 3.00 p.m., Paris time, on the day before the Shareholders’ Meeting (i.e. 3.00 p.m. CET on Monday, April 28, 2025) will be taken into account.

    All forms must be sent to Uptevia with a certificate of registration, either in registered form in an account held by Uptevia on behalf of the Company or in bearer form in an account held by an intermediary as stated in Article L. 211-3 of the French Monetary and Financial Code.

    If proxy is granted without naming a proxy holder or granting proxy to the Chairman, the Chairman of the Shareholders’ Meeting will vote in favor of proposed resolutions put forward or agreed by the Board of Directors and vote against any other proposed resolutions.

    If they wish to vote otherwise, shareholders must grant proxy to a proxy holder who agrees to vote in accordance with their instructions. Shareholders will only be able to vote or appoint or revoke a proxy online before the Shareholders’ Meeting until 3.00 p.m., Paris time, on the day before the Shareholders’ Meeting (i.e. 3.00 p.m. CET on Monday, April 28, 2025).

    Shareholders are advised not to wait until the day before the meeting to log in to the voting platform in case of any delays in receiving their logins and passwords and to avoid overwhelming the website.

    If you have any problems filling in your form, please do not hesitate to download our tutorial: How to fill-in the form?

    WARNING: Please be aware that you cannot send back both a proxy form and a postal vote form or a request for an admission card. Moreover, any shareholder who has already voted by post, issued a proxy or made a request for an admission card or participation certificate as described above will no longer have the possibility of choosing another means for participating in Shareholders’ 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 Shareholders’ Meeting?”).

    If the shareholder has already voted remotely, appointed a proxy or requested their admission card or a shareholding certificate in accordance with the above conditions, they will not be able to select another way of taking part in the Shareholders’ Meeting. However, they may transfer all or some of their shares in the meantime.

    In this case:

    • if the transfer of ownership takes place before midnight, Paris time, two days before the Shareholders’ Meeting (0.00 a.m. CET i.e. Friday, April 25, 2025), the Company shall invalidate or amend the vote placed remotely, the proxy, the admission card or the shareholding certificate, and the accredited intermediary holding the account for this purpose, in the case of bearer shares, shall notify the Company or the proxy holder of the transfer and send the necessary information;
    • if the transfer of ownership takes place after midnight, Paris time, two days before the Shareholders’ Meeting (0.00 a.m. CET i.e. Friday, April 25, 2025), this does not need to be notified by the accredited intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

    All documents and information referred to in Article R. 22-10-23 of the French Commercial Code, in particular the documents to be presented to the Shareholders’ Meeting in accordance with Article R. 225-83 of the French Commercial Code, will be made available to shareholders within the statutory time frame, no later than twenty-one days before the meeting (i.e. Tuesday, April 8, 2025), on the Company’s website.

    Shareholders may also, within the statutory time frame, obtain the documents referred to in Articles R. 225-81 and R. 225-83 of the French Commercial Code by sending a request to Uptevia (Service Assemblées Générales, Cœur Défense, 90-110 Esplanade du Général de Gaulle, 92931 Paris la Défense Cedex, France) or to the Company’s Investor Relations department (investorrelations@scor.com).