Scor : SCOR's Combined General Meeting of 25 April 2013 adopts all the
25 April 2013
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SCOR's Combined General Meeting of 25 April 2013
adopts all the proposed resolutions
The Combined General Meeting of SCOR SE was held on 25 April 2013 in Paris and
was chaired by Mr. Denis Kessler, Chairman and Chief Executive Officer of SCOR
SE. A particularly high number of shareholders attended the general meeting
this year, representing 65.29% of shares with voting rights and 62.63% of
capital (including treasury shares).
All the proposed resolutions were adopted by SCOR's shareholders by a very
large majority^, including in particular:
oThe renewal of the director mandates of Messrs. Gérard Andreck and Charles
Gave for two years and the appointment of four new directors, Ms. Kory
Sorenson and Ms. Fields Wicker-Miurin (for mandates of two years), and
Messrs. Andreas Brandstetter (for a mandate of two years) and Thierry
Derez (for a mandate of four years).
oPayment of a dividend of EUR 1.20 per share for the 2012 financial year.
The coupon date was set at 29 April 2013 and the dividend will be paid on
3 May 2013.
On the occasion of their departure from SCOR's Board of Directors, Mr. Denis
Kessler and the members of the Board praised the contribution made to the
Group throughout their mandates by Ms. Monica Mondardini, who joined the Board
in 2010, and by Messrs. Georges Chodron de Courcel, Daniel Lebègue and
Jean-Claude Seys, who had been with SCOR since 2003 and played a major role in
the recovery and success of the Group over the last ten years.
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, Social et
Gérard Andreck was first appointed a director of the Company in 2008.
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 the Management Board of the Federation of Austrian
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
Since 2008, he has been Chairman and Chief Executive Officer of Covéa.
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.
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 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 for Germany, Austria and the Netherlands. She began her career
in investment banking at Morgan Stanley and in the financial sector at Total
She speaks fluent French 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.
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 career in banking, before joining
Strategic Planning Associates (Mercer Management Consulting) as a senior
partner where she was the main advisor to Lloyd's of London. In 1994, she
became Chief Financial Officer and Head of Strategy of the London Stock
Exchange. She was a member of the Nasdaq Technology Advisory Council and
advised the European parliament on financial markets harmonisation. 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 was awarded the OBE - Officer of the British Empire.
She is also a director of BNP Paribas, CDC Group Plc and Ballarpur
International Graphic Paper Holdings.
 See the table of votes per resolution on page 4
Resolution voting results
Ordinary For Against Abstentions Total votes For Against
Meeting (%) (%)
1 120,564,632 272,000 40,861 120,877,493 99.7749 0.2251
2 120,564,149 272,620 40,724 120,877,493 99.7744 0.2256
3 120,560,038 272,000 45,455 120,877,493 99.7749 0.2251
4 86,290,799 30,687,961 3,198,039 120,176,799* 73.7662 26.2338
5 120,239,580 596,305 41,608 120,877,493 99.5065 0.4935
6 120,488,817 346,748 41,928 120,877,493 99.7130 0.2870
7 111,823,085 2,691,638 6,362,770 120,877,493 97.6495 2.3505
8 120,559,891 274,095 43,507 120,877,493 99.7732 0.2268
9 120,560,647 274,095 42,751 120,877,493 99.7732 0.2268
10 120,560,100 275,305 42,088 120,877,493 99.7722 0.2278
11 118,794,289 2,039,233 43,971 120,877,493 98.3124 1.6876
12 120,561,921 274,474 41,098 120,877,493 99.7729 0.2271
* cards 0001, 0013 and their mandates excluded
Extraordinary For Against Abstentions Total votes For Against
Meeting (%) (%)
13 119,365,302 1,470,650 41,541 120,877,493 98.7829 1.2171
14 116,049,286 4,787,666 40,541 120,877,493 96.0379 3.9621
15 117,203,118 3,631,708 42,667 120,877,493 96.9945 3.0055
16 102,636,989 5,107,266 13,133,238 120,877,493 95.2598 4.7402
17 117,311,133 3,519,263 47,097 120,877,493 97.0874 2.9126
18 117,178,373 3,649,332 49,788 120,877,493 96.9797 3.0203
19 105,471,094 6,149,201 9,257,198 120,877,493 94.4910 5.5090
20 115,778,138 5,042,831 56,524 120,877,493 95.8262 4.1738
21 120,554,189 278,710 44,594 120,877,493 99.7693 0.2307
22 89,255,393 27,489,430 4,132,670 120,877,493 76.4534 23.5466
23 87,606,774 30,099,724 3,170,995 120,877,493 74.4282 25.5718
24 116,866,455 3,964,082 46,956 120,877,493 96.7193 3.2807
25 115,188,647 5,647,896 40,950 120,877,493 95.3260 4.6740
26 120,556,445 272,000 49,048 120,877,493 99.7749 0.2251
27 120,531,904 301,435 44,154 120,877,493 99.7505 0.2495
28 120,556,576 274,374 46,543 120,877,493 99.7729 0.2271
SCOR does not communicate "profit forecasts" in the sense of Article 2 of (EC)
Regulation n°809/2004 of the European Commission. Thus, any forward-.looking
statements contained in this communication should not be held as corresponding
to such profit forecasts. Information in this communication may include
"forward-looking statements", including but not limited to statements that are
predictions of or indicate future events, trends, plans or objectives, based
on certain assumptions and include any statement which does not directly
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"will", "should", "would" and "could." Undue reliance should not be placed on
such statements, because, by their nature, they are subject to known and
unknown risks, uncertainties and other factors, which may cause actual
results, on the one hand, to differ from any results expressed or implied by
the present communication, on the other hand.
Please refer to SCOR's Document de référence filed with the AMF on 6 March
2013 under number D.13-0106 (the "Document de référence"), for a description
of certain important factors, risks and uncertainties that may affect the
business of the SCOR Group. As a result of the extreme and unprecedented
volatility and disruption of the current global financial crisis, SCOR is
exposed to significant financial, capital market and other risks, including
movements in interest rates, credit spreads, equity prices, and currency
movements, changes in rating agency policies or practices, and the lowering or
loss of financial strength or other ratings.
The Group's financial information is prepared on the basis of IFRS and
interpretations issued and approved by the European Union. This financial
information does not constitute a set of financial statements for an interim
period as defined by IAS 34 "Interim Financial Reporting".
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