Scor : Approval by the General meeting of 30 June 2021 of the compensation policies for the Group’s corporate officers

SCOR SE

APPROVAL BY THE GENERAL MEETING OF 30 JUNE 2021 OF THE COMPENSATION

POLICIES FOR THE GROUP'S CORPORATE OFFICERS

In accordance with the article R. 22-10-14 IV of the French Commercial Code (Code de

commerce)

The General Meeting of 30 June 2021 approved the compensation policies for the Chairman and Chief Executive Officer and Directors as presented in the Universal Registration Document (page 93). The compensation policy for the Directors has been amended by the Board of Directors during its meeting on May 17, 2021 as indicated in the convening notice brochure published on the Company's website.

Resolutions	Result of Vote
6th Resolution	Approved at
Directors' Compensation policy	99.09%
8th Resolution	Approved at
Compensation's policy for Mr. Denis Kessler as Chairman
63.15%
and Chief Executive Officer
* * *
Corporate Officers' compensation policy

In accordance with Article L. 22-10-8 of the French Commercial Code, the following paragraphs present the components of the compensation policy applicable to all of the Group's corporate officers (directors and the Chairman and Chief Executive Officer), which will be submitted for approval by the Shareholders' Meeting held to approve the financial statements for the financial year ended December 31, 2020.

This compensation policy is based on the principles described below, which are consistent with the principles set forth in the overall compensation policy in force within the SCOR Group. This policy is rigorously applied by the Compensation and Nomination Committee as part of its work.

The compensation policy for the Group's corporate officers is adopted by the Board of Directors and reviewed annually in light of the recommendations of the Compensation and Nomination Committee, based on a precise analysis of all of its components.

The compensation policy takes into account the corporate interest of the Company and its subsidiaries and contributes to the business strategy as well as to the sustainability of the Company by allocating a variable portion to the directors subject to effective attendance at meetings of the Board of Directors or of its Committees, and variable to the Chairman and Chief Executive Officer subject to the achievement of performance objectives. The compensation policy encourages the active contribution of corporate officers to the Group's business, by rewarding either their effective participation in meetings of the Board of Directors and its Committees, or their direct contribution to the Group's performance.

In addition, the review of the corporate officers' compensation policy takes into account the opinions expressed by shareholders through their votes at Shareholders' Meetings as well as via the active dialogue maintained with them by the Company, including discussions in the

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presence of the Lead Director. The compensation and employment conditions of the Company's employees are also an integral part of the process of determining and reviewing the compensation policy. They are considered as part of the analysis of the consistency of the compensation structure implemented by the Company. The compensation policy is established in accordance with the measures implemented by the Company to prevent conflicts of interest. Therefore, the Chairman and Chief Executive Officer is not a member of the Compensation and Nomination Committee and does not attend the discussions of the Board of Directors relating to his compensation.

The compensation policy is established in compliance with the legal and regulatory provisions and following the recommendations of the AFEP-MEDEF corporate governance code.

Pursuant to the Act of July 3, 2008 implementing European Union Directive 2006/46/EC of June 14, 2006, SCOR refers to the AFEP-MEDEF corporate governance code in preparing the report to be issued in accordance with Article L. 225-37 of the French Commercial Code.

The compensation conditions of the corporate officers are made public annually, through the documents disclosed for the Shareholders' Meeting.

The changes in relation to the compensation policy for the Chairman and Chief Executive Officer presented in 2020 - are specifically identified in the relevant sections.

1. Directors' compensation policy

In accordance with the provisions of Article L. 22-10-8 II of the French Commercial Code, the Shareholders' meeting of June 30, 2021, has been requested to approve the compensation policy of the directors of the Company.

Since the Board of directors, during its meeting on May 17, 2021, decided to submit to the combined General meeting of shareholders of June 30, 2021, under the seventh resolution, the proposition to increase the envelope of the fixed annual amount of the directors' compensation from EUR 1,550,000 to EUR 1,755,000 in view of the increase in the number of directors as proposed to the General meeting, in accordance with the Board of directors' report on the draft resolutions presented in the Shareholders' Meeting brochure of June, 30, 2021, the compensation policy of the directors of the Company, mentioned in the Corporate Governance Report as presented in page 93 of the 2020 Universal Registration Document, has been updated.

The terms and conditions for the allocation of the directors' compensation mentioned below and in section 2.2.1.4.1 of the 2020 universal registration document remain unchanged.

This compensation policy mentioned in the present report of the board on draft resolutions, will be applicable for the current fiscal year, i.e. fiscal year 2021, and will remain in force until the next general meeting convened to approve the accounts of the fiscal year ended on December 31, 2021.

On the proposal of the Compensation and Nomination Committee and within the limit of the maximum aggregate amount of the compensation for the directors, the Board of Directors set the terms and conditions for the allocation of the compensation so as to encourage the attendance of the directors and to be compliant with the AFEP-MEDEF corporate governance code which stipulates that directors' compensation should consist primarily of a variable portion.

The directors' individual compensation is allocated as follows, within the limit of the annual maximum aggregate amount set by the Shareholders' Meeting:

• a fixed portion in an annual amount of EUR 28,000, payable at the end of each quarter. For non-French resident directors, an additional EUR 10,000 per year is allocated. It should be

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noted that the Board of Directors at its meeting on February 23, 2021, decided, given the health crisis, to suspend this allocation to non-French resident directors for the financial year 2021:

• a variable portion based on the effective presence of the directors at meetings of the Board of Directors and its Committees, in an amount equal to EUR 3,000 per Board or Committee meeting they attend, except for the Chairs of the Audit Committee, Risk Committee, Compensation and Nomination Committee, Corporate Social and Societal Responsibility and Environmental Sustainability Committee, Crisis Management Committee and Non-Executive Directors' Sessions, who receive an amount equal to EUR 6,000 for each meeting they chair.

Moreover, the non-executive members of the Board of Directors, who are individuals, except for the directors representing employees, receive an amount of EUR 10,000 each year to invest in SCOR shares.

Except for the Chairman and Chief Executive Officer and the directors representing employees, the members of the Board of Directors are not entitled to Company stock option plans or free share allocation plans, nor to any variable compensation other than the compensation related to their attendance at meetings.

No pension contributions (or commitments) are made on behalf of the directors, except for the Chairman and Chief Executive Officer, in the exercise of their duties.

Lastly, the directors representing employees have an employment contract under which they receive compensation in accordance with the principles of the Group's overall compensation policy. They also fall under the policy presented above as part of their duties as directors representing employees.

1. Compensation's policy for Mr. Denis Kessler as Chairman and Chief Executive Officer for 2021

In accordance with the provisions of Article L. 22-10-8 II of the French Commercial Code, the compensation policy of Mr. Denis Kessler, Chairman and Chief Executive Officer, as presented in the report of the Board included in pages 93 to 99 of the 2020 Universal Registration Document and mentioned below was submitted to the combined General meeting of Shareholders of June 30, 2021.

The compensation policy set out below will be applicable for the current fiscal year, i.e. fiscal year 2021, and will remain in force until the next annual General Meeting convened to approve the accounts of the fiscal year ended on December 31, 2021.

According to the recommendations of the AFEP-MEDEF Code, there is no employment contract between Mr. Denis Kessler and the Company.

The information relative to the term of the office of Mr. Denis Kessler and its conditions of dismissal appear in Section 2.1.5.1 - Corporate Officers, in the 2020 Universal Registration Document.

Governance

The Board of Directors of SCOR SE decided, at its December 12, 2008 meeting, to apply the recommendations of the AFEP (Association Française des Entreprises Privées, the French association of large companies) and MEDEF (Mouvement des Entreprises de France, the French business confederation) to the compensation of the executive corporate officer of SCOR, considering that they are in line with SCOR's corporate governance principles.

As part of the preparation of the compensation policy for the Chairman and Chief Executive Officer for 2021, the Compensation and Nomination Committee and the Board of Directors paid particular attention to taking into account the votes of the shareholders on the compensation policy at the Shareholders' Meeting of June 16, 2020 as well as the opinions

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expressed by certain shareholders as part of the active shareholder dialogue with them.

In a context marked by a dispute with Covéa (see Section 4.6.25 - Litigation of the 2019 URD) as well as by an activist opposition, the approval rates for the resolutions relating to the total compensation and benefits of the Chairman and Chief Executive Officer were 78.04% for the resolution relating to the previous financial year and 68.94% for the resolution relating to the compensation policy.

Taking note of these results, and while considering the particular circumstances that led to them, the Compensation and Nomination Committee carried out an in-depth review of the compensation policy, based on a detailed presentation by the General Secretariat and the Lead Independent Director of the opinions expressed by the shareholders before and after the Shareholders' Meeting. This presentation was submitted to the Committee at its July 2020 meeting and was then updated for its November 2020 and February 2021 meetings.

At these meetings, the Compensation and Nomination Committee noted that several recent changes to the compensation of the executive corporate officer effectively met the views expressed by some shareholders. In particular:

• the replacement in 2020 of the linear scale for calculating the portion of variable annual compensation relating to the target ROE by a tiered scale that is systematically less advantageous, particularly in the event that the achieved ROE is below the target ROE (minimum threshold raised from 30% to 50% of the target), which has introduced a high level of requirement. As an illustration, when the new scale is applied to the annual variable compensation to be paid in 2021 for 2020, no payment is made under this criterion;
• the addition of a performance condition based on SCOR's Total Shareholder Return (TSR) compared to a panel of peers in the resolutions on performance shares and stock options submitted to the Shareholders' Meeting, which allows for a better alignment of interests with the shareholders.

The above changes form an integral part of the compensation policy proposed for the executive compensation policy for 2021.

Principles and rules for determining the Chairman and Chief Executive Officer's compensation

The compensation policy for the Chairman and Chief Executive Officer is set by the Board of Directors and reviewed annually in light of the recommendations of the Compensation and Nomination Committee.

This compensation policy is based on the principles described below, which are consistent with the principles set out in the SCOR Group's overall compensation policy and rigorously applied by the Compensation and Nomination Committee as part of its work, both in creating and updating the compensation policy submitted to the Board for the Chairman and Chief Executive Officer and in making proposals about the compensation to be granted.

During their deliberations on his personal situation, in which the Chairman and Chief Executive Officer does not take part, the Compensation and Nomination Committee and the Board of Directors ensure that the compensation policy for the Chairman and Chief Executive Officer is in line with the corporate interest and business strategy of the Company and contributes to its sustainability.

Exhaustiveness

Each component comprising the compensation and benefits is analyzed individually and then collectively, in order to reach an appropriate balance between fixed and variable, individual and collective and short- and long-term components, including the benefits payable at the end of his term of office under the supplementary pension plan.

Compliance

The compensation policy was established in accordance with the recommendations of the

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AFEP-MEDEF corporate governance code as revised in January 2020.

Talent management and alignment of interests

The compensation policy constitutes a tool that enables the Group to attract, motivate and retain talents at the highest level, and to meet the expectations of shareholders and other stakeholders, notably in terms of transparency and the link between compensation and performance.

The compensation policy for the Chairman and Chief Executive Officer is aligned with the compensation policy applied to the Group's employees. For all Partners within the Group around the world, the components comprising their compensation follow a similar structure and include several dimensions: a fixed portion and a variable portion, a portion that is paid immediately and a portion that is deferred, and an individual portion and a collective portion.

The Group's compensation policy favors performance shares and stock options over cash compensation, which distinguishes SCOR from most of its peers. This policy allows maximum alignment with the interests of shareholders, during the performance measurement period (three or six years) and beyond, through the holding of SCOR shares over time. In particular, it encourages long-term performance. It also allows costs to be kept under control, since taxation and employer charges on performance shares are, in France, lower than those on cash compensation.

The performance conditions, both for the collective portion of the variable annual compensation and for the performance shares and stock options, are perfectly aligned with SCOR's strategic objectives: profitability and solvency.

The performance condition based on solvency is consistent with the Group's risk appetite and notably avoids encouraging excessive risk-taking.

The individual objectives for the Chairman and Chief Executive Officer are proposed each year by the Compensation and Nomination Committee and set by the Board of Directors with the ambition of guaranteeing the resilience of the Company and the creation of value for shareholders. Individual objectives related to corporate social responsibility are also set for the Chairman and Chief Executive Officer.

Comparability and competitiveness

According to a decision by the Board of Directors, changes to the Chairman and Chief Executive Officer's compensation are determined in the light of benchmark analyses.

Consequently, market studies are regularly conducted by an external company for the Compensation and Nomination Committee, in order to ensure the competitiveness of the amount and structure of the Chairman and Chief Executive Officer's compensation compared to a panel of peers including the main global reinsurers selected by premium income and for which information on the pay of top management is available (Alleghany, Arch Capital Group, Axis Capital Holdings, Everest Re, Great West Lifeco, Hannover Re, Munich Re, Reinsurance Group of America and Swiss Re). The benchmark study was conducted by Mercer in 2020 based on available data for the previous year. The Chairman and Chief Executive Officer's total compensation for 2019 was equal to 91% of the median.

Structure of the Chairman and Chief Executive Officer's compensation

The structure of the Chairman and Chief Executive Officer's compensation is in line with market practice and is mainly composed of cash compensation, including a fixed portion and a variable annual portion, as well as variable long-term compensation and a supplementary pension plan.

Fixed compensation

Determination

The fixed compensation of the Chairman and Chief Executive Officer, payable in 12 monthly instalments, is determined on the basis of:

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