The Combined General Meeting of SCOR SE was held on 4 May 2011 at Paris-La Défense and was chaired by Denis Kessler, Chairman and Chief Executive Officer of SCOR SE.

 

In accordance with the terms and conditions set out in article R225-106-1 of the French Commercial Code, it is hereby stated that 689 shareholders took part in this AGM, together representing a total of 115,579,355 votes, i.e. 63.5% of shares with voting rights and 61.5% of capital (including treasury shares). 

 

All of the proposed resolutions were approved. Detailed results of each vote are set out below.

 

For each of the Ordinary AGM resolutions¹, 115,579,355 shares, representing 115,579,355 votes, took part in the vote, i.e. 63.5% of shares with voting rights and 61.5% of capital (including treasury shares).

 

1.     Approval of the reports and annual accounts for the fiscal year ended December 31, 2010: 115,556,120 votes in favour, i.e. 99.9944% of the votes cast; 6,501 votes against, i.e. 0.0056% of the votes cast; 16,734 abstentions.

 

2.     Allocation of income and determination of the dividend for the fiscal year ended December 31, 2010:115,570,894 votes in favour, i.e. 99.9998% of the votescast, 200 votes against,i.e. 0.0002 % of the votescast, 8,261 abstentions.

 

3.     Approval of the reports and consolidated accounts for the fiscal year ended December 31, 2010:115,552,403 votes in favour, i.e. 99.9976%of the votescast, 2,754 votes against, i.e. 0.0024 %of the votescast, 24,198 abstentions.

 

4.     Approval of the agreements referred to in the Statutory Auditors’ special report pursuant to Article L. 225-38 of the French Commercial Code:114,297,002 votes in favour, i.e. 99.3606% of the votescast, 735,529 votes against, i.e. 0.6394 % of the votescast, 90,892 abstentions.

 

5.     Renewal of the appointment of Mr Gérard Andreck as director of the Company:115,030,100 votes in favour, i.e. 99.5708% of the votescast, 495,883 votes against, i.e. 0.4292% of the votescast, 53,372 abstentions.

 

6.     Renewal of the appointment of Mr Peter Eckert as director of the Company:114,915,125 votes in favour,i.e. 99.4749% of the votescast, 606,628 votes against, i.e. 0.5251% of the votescast, 57,602 abstentions.

 

7.     Appointment of Mr Charles Gave as director of the Company:115,523,489 votes in favour, i.e. 99.9971% of the votescast, 3,295 votes against, i.e. 0.0029% of the votescast, 52,571 abstentions.

 

8.     Renewal of the appointment of Mr Denis Kessler as director of the Company:95,638,465 votes in favour, i.e. 83.7959% of the votescast, 18,494,105 votes against, i.e. 16.2041% of the votescast, 1,446,785 abstentions.

 

9.     Renewal of the appointment of Mr Daniel Lebègue as director of the Company:109,000,584 votes in favour, i.e. 99.3302% of the votescast, 734,981 votes against, i.e. 0.6698% of the votescast, 5,843,790 abstentions.

 

10.     Renewal of the appointment of Médéric Prévoyance as director of the Company:86,185,094 votes in favour, i.e. 80.6544% of the votescast, 20,672,209 votes against,i.e. 19.3456% of the votescast, 8,722,052 abstentions.

 

11.     Renewal of the appointment of Mr Luc Rougé as director of the Company:115,026,988 votes in favour,i.e. 99.5538% of the votescast, 515,534 votes against, i.e. 0.4462% of the votescast, 36,833 abstentions.

 

12.     Appointment of Mrs Guylaine Saucier as director of the Company:107,313,549 votes in favour, i.e. 99.1748% of the votescast, 892,920 votes against, i.e. 0.8252% of the votescast, 7,372,886 abstentions.

 

13.     Renewal of the appointment of Mr Jean-Claude Seys as director of the Company:115,093,923 votes in favour, i.e. 99.6126% of the votescast, 447,587 votes against,i.e. 0.3874% of the votescast, 37,845 abstentions.

 

14.     Renewal of the appointment of Mr Claude Tendil as director of the Company:88,976,311 votes in favour, i.e. 78.3399% of the votescast, 24,600,948 votes against, i.e. 21.6601% of the votescast, 2,002,096 abstentions.

 

15.     Renewal of the appointment of Mr Daniel Valot as director of the Company:114,459,545 votes in favour,i.e. 99.0867% of the votescast, 1,054,980 votes against,i.e. 0.9133% of the votescast, 64,830 abstentions.

 

16.     Renewal of the appointment of Mr Georges Chodron de Courcel as board observer (censeur) of the Company:78,144,623 votes in favour, i.e. 71.2900% of the votes cast, 31,470,459 votes against, i.e. 28.7100% of the votes cast, 5,964,273 abstentions.

 

17.     Authorization granted to the Board of Directors in order to carry out transactions on the shares of the Company:115,451,058 votes in favour, i.e. 99.9038% of the votescast, 111,184 votes against, i.e. 0.0962 % of the votescast, 17,113 abstentions.

 

18.     Powers of attorney to carry out formalities:115,560,459 votes in favour, i.e. 99.9979% of the votescast, 2,394 votes against, i.e. 0.0021% of the votescast, 16,502 abstentions.

 

For each of the Extraordinary AGM resolutions, 115,579,355 shares, representing 115,579,355 votes, took part in the vote, i.e. 63.5% of shares with voting rights and 61.5% of capital (including treasury shares).

 

19.     Delegation of authority granted to the Board of Directors for the purpose of making determination with respect to the incorporation of profits, reserves or premiums into the share capital:115,541,161 votes in favour, i.e. 99.9878% of the votescast, 14,110 votes against, i.e. 0.0122% of the votescast, 24,084 abstentions.

 

20.     Delegation of authority granted to the Board of Directors for the purpose of making determination with respect to the issuance of shares and/or of securities granting access to capital or entitling the holder to a debt instrument, without cancellation of preferential subscription rights:114,102,615 votes in favour, i.e. 98.7858% of the votescast, 1,402,495 votes against, i.e. 1.2142% of the votescast, 74,245 abstentions.

 

21.     Delegation of authority granted to the Board of Directors for the purpose of making determination with respect to 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:107,482,191 votes in favour, i.e. 95.0183% of the votescast, 5,635,220 votes against, i.e. 4.9817% of the votescast, 2,461,944 abstentions.

 

22.     Delegation of authority granted to the Board of Directors for the purpose of making determination with respect to 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:97,617,224 votes in favour, i.e. 86.2853% of the votescast, 15,515,810 votes against, i.e. 13.7147% of the votescast, 2,446,321 abstentions.

 

23.     Delegation of authority granted to the Board of Directors for the purpose of making determination with respect to the issuance of shares and/or securities granting access to 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:102,231,082 votes in favour, i.e. 88.5316% of the votescast, 13,243,067 votes against  i.e. 11.4684% of the votescast, 105,206 abstentions.

 

24.     Delegation granted to the Board of Directors for the purpose of the issuance of shares and/or securities granting access to 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 10% of its share capital:104,172,368 votes in favour, i.e. 90.2122% of the votescast, 11,302,395 votes against, i.e. 9.7878% of the votescast, 104,592 abstentions.

 

25.     Authorization granted to the Board of Directors for the purpose of the increase of the number of shares in the event of a share capital increase with or without preferential subscription rights:98,622,929 votes in favour, i.e. 85.4005% of the votescast, 16,859,882 votes against, i.e. 14.5995% of the votescast, 96,544 abstentions.

 

26.     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:104,452,008 votes in favour, i.e. 90.4018% of the votescast, 11,089,899 votes against, i.e. 9.5982% of the votescast, 37,448 abstentions.

 

27.     Authorization granted to the Board of Directors for the purpose of the reduction of the share capital by cancellation of treasury shares:115,004,757 votes in favour, i.e. 99.5261% of the votescast, 547,605 votes against i.e. 0.4739% of the votescast, 26,993 abstentions.

 

28.     Authorization granted to the Board of Directors in order to grant options to subscribe to and/or purchase shares in favor of salaried employees and executive directors (dirigeants-mandataires sociaux):92,724,449 votes in favour, i.e. 80.7986% of the votescast, 22,035,572 votes against, i.e. 19.2014% of the votescast, 819,334 abstentions.

 

29.     Authorization granted to the Board of Directors in order to allocate ordinary shares of the Company at no cost to salaried employees and executive directors (dirigeants-mandataires sociaux):92,082,368 votes in favour, i.e. 80.2453% of the votescast, 22,668,706 votes against, i.e. 19.7547% of the votescast, 828,281 abstentions.

 

30.     Delegation of authority to the Board of Directors in order to carry out an increase in share capital by the 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:114,973,856 votes in favour, i.e. 99.4914% of the votescast, 587,727 votes against, i.e. 0.5086% of the votescast, 17,772 abstentions.

 

31.     Aggregate ceiling of the capital increases:112,860,936 votes in favour, i.e. 97.7053% of the votescast, 2,650,651 votes against, i.e. 2.2947% of the votescast, 67,768 abstentions.

 

32.     Powers of attorney to carry out formalities:115,500,335 votes in favour, i.e. 99.9788% of the votescast, 24,518 votes against,i.e. 0.0212% of the votescast, 54,502 abstentions.

 

 

The SCOR SE shareholders approved the dividend of EUR 1.10 per share proposed for the 2010 financial year. The coupon date was set at 25 May 2011 and the dividend will be paid on 30 May 2011