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The SCOR group’s Combined General Meeting, chaired by Denis Kessler, was held in Paris on 24 May 2007. All of the resolutions proposed were adopted by a wide majority.
In particular, the Ordinary General Meeting renewed the mandates of Mssrs Denis Kessler, Antonio Borgès, Herbert Schimetschek, Claude Tendil and Daniel Valot as directors, appointed Mssrs Patrick Thourot and Luc Rougé as directors and renewed the mandate of Mr Georges Chodron de Courcel as a non-voting director.
The Extraordinary General Meeting also approved all of the resolutions within its scope of authority by a wide majority. In particular, the Board of Directors was delighted with the more than 99% approval of the transformation of SCOR into a European Company or Societas Europaea. This historic transformation, which is a first in France for a listed company, reinforces the Group’s European identity and demonstrates SCOR’s desire to be a worldwide Group anchored in Europe.
Furthermore, the Board of Directors’ meeting of 24 May 2007, convened following the decisions made in the General Meeting of the same date, unanimously re-elected Denis Kessler as Chairman and Chief Executive Office of SCOR for a period of four years. The meeting also re-elected Patrick Thourot as Chief Operating Officer.
Details of the 24 May 2007 General Meeting of Shareholders
The Ordinary General Meeting approved the following:
- 1st resolution: approval of the SCOR company accounts for the fiscal year ended 31 December 2006, with 99.37% of the votes;
- 2nd resolution: allocation of income and determination of the dividend, with 99.85% of the votes;
- 3rd resolution: approval of the SCOR consolidated accounts for the fiscal year ended 31 December 2006, with 99.35% of the votes;
- 4th resolution: approval of the agreements referred to in the statutory auditors’ special report pursuant to Article L.225-38 of the French Commercial Code, with 82.37% of the votes;
- 5th resolution: renewal of the mandate of Mr Denis Kessler as director, with 86.93% of the votes;
- 6th resolution: renewal of the mandate of Mr Antonio Borgès as director, with 71.05% of the votes;
- 7th resolution: renewal of the mandate of Mr Herbert Schimetschek as director, with 84.15%% of the votes;
- 8th resolution: renewal of the mandate of Mr Claude Tendil as director, with 87.38% of the votes;
- 9th resolution: renewal of the mandate of Mr Daniel Valot as director, with 81.34% of the votes;
- 10th resolution: appointment of Mr Patrick Thourot as director, with 84.63% of the votes;
- 11th resolution: appointment of Mr Luc Rougé as director, with 84.63% of the votes;
- 12th resolution: renewal of the mandate of Mr Georges Chodron de Courcel as non-voting director, with 83.31% of the votes;
- 13th resolution: authority granted to the Board of Directors in order to carry out transactions on the shares of the Company, with 83.66% of the votes;
- 14th resolution: powers of attorney to carry out formalities with regard to the resolutions adopted by the Ordinary General Meeting, with 99.85% of the votes;
The Extraordinary General Meeting approved the following:
- 15th resolution: approval of the conversion of the Company into a European Company or Societas Europaea and approval of the draft terms of conversion; with 99.56% of the votes;
- 16th resolution: approval of the corporate name of the Company in its new European Company form, with 99.56% of the votes;
- 17th resolution: approval of the by-laws of the Company in its new European Company form, with 96.50% of the votes;
- 18th resolution: confirmation of the continuing mandates of the current directors of the Company in its new European Company form, with 99.55% of the votes;
- 19th resolution: confirmation of the continuing mandates of the current statutory auditors of the Company in its new European Company form, with 99.55% of the votes;
- 20th resolution: authorization granted to the Board of Directors in order to reduce the share capital by cancellation of the Company’s own treasury shares, with 99.55% of the votes;
- 21st resolution: authorization granted to the Board of Directors in order to grant options to subscribe and/or purchase shares for the benefit of salaried employees and Company representatives, with 90.31% of the votes;
- 22nd resolution: authorization granted to the Board of Directors in order to freely attribute ordinary shares of the Company to salaried employees and Company representatives, with 78.21% of the votes;
- 23rd resolution: delegation of authority to the Board of Directors in order to carry out the capital increase by issuance of shares reserved for the members of savings plans (plans d’épargne), with cancellation of the preferential subscription right to the benefit of such members, with 94.31% of the votes;
- 24th resolution: aggregate ceilings of the capital increases, with 98.66% of the votes;
- 25th resolution: powers of attorney to carry out formalities with regard to the resolutions adopted by the Extraordinary General Meeting, with 99.56% of the votes.
The quorum reached 49.87% of voting rights.
