Scor : BALO convening notice (avis de convocation) n° 61 of May 21, 2021

Free translation from the French for information purpose only - French version shall prevail

May 21, 2021	BULLETIN DES ANNONCES LEGALES OBLIGATOIRES	N° 61

CONVENING NOTICE

GENERAL MEETING OF SHAREHOLDERS

SCOR SE

Societas Europaea with a share capital of EUR 1,470,867,636.23

Registered office: 5, avenue Kléber, 75016 Paris

562 033 357 R.C.S. Paris

Notice of meeting (Avis de reunion)

The shareholders are informed that they will be invited shortly to a combined ordinary and extraordinary general meeting to be held on Wednesday June 30, 2021 at 10 a.m. at the registered office of SCOR SE (the "Company"), 5 avenue Kléber, 75016 Paris (*), in order to deliberate and rule on the agenda and draft resolutions below:

(*) Covid 19 Notification

In accordance with Article 4 of Order n° 2020-321 of March 25, 2020 and Decree n° 2020-1310 of October 29, 2020 as modified and extended, the board of directors of SCOR decided that the combined general meeting will be held behind closed doors without the shareholders and other persons entitled to attend in person.

Various administrative measures prohibiting or limiting for health reasons the travels or the public gatherings are indeed impeding, at the date of convening of the general meeting, the physical presence of the general meeting's members. Consequently, neither shareholders nor their proxies will be able to attend the meeting, whether in person, by telephone or audiovisual conference.

Exceptionally, the general meeting taking place without the physical presence of the shareholders and the vote being remote, the shareholders will not be able to propose new resolutions or amendments at the general meeting. The shareholders can ask questions in writing during the meeting via the webcast. It is recalled that the shareholders have also the option to send written questions to the Company subject to the conditions provided for below. The shareholders are also encouraged to focus on the transmission of all their requests and documents electronically to the address mentioned below.

Under these conditions, no admission card shall be issued and the shareholders will be able to exercise their right to vote only remotely and prior to the general meeting. The Company encourages its shareholders to use the Votaccess voting website to exercise their voting rights.

The shareholders' meeting will be broadcast live and will also be available for replay on the Company's website (https://www.scor.com/en/shareholders-meetings).

In the evolving context of the Covid-19 pandemic, the Company may have to modify the modalities of the holding and participation to the General Meeting of June 30, 2021, depending on the evolution of the health and/or legal situations.

Shareholders are invited to consult regularly the web page dedicated to the 2021 Shareholders' Meeting on the Company's website (https://www.scor.com/en/shareholders-meetings), which will be updated to specify, if necessary, the definitive terms and conditions of participation in this Shareholders' Meeting and/or to adapt them to legislative, regulatory and health-related developments that may occur after the publication of this document.

Free translation from the French for information purpose only - French version shall prevail

Agenda

Ordinary Annual General Meeting Resolutions

1. Approval of the reports and the statutory financial statements for the fiscal year ended on December 31, 2020;
2. Allocation of the income and determination of the dividend with respect to the fiscal year ended on December 31, 2020;
3. Approval of the consolidated financial statements for the fiscal year ended on December 31, 2020;
4. Approval of the information set forth in Article L. 22-10-9 of the French Commercial Code;
5. Approval of the fixed, variable and exceptional items comprising the total compensation and the advantages of any kind paid during or allocated in relation to, the fiscal year ended on December 31, 2020, to Mr. Denis Kessler, Chairman and Chief Executive Officer;
6. Approval of the directors' compensation policy pursuant to Article L. 22-10-8 II of the French Commercial Code;
7. Amendment of the fixed global annual amount allocated to the directors in compensation of their activity for the current fiscal year and subsequent years
8. Approval of the compensation policy for Mr. Denis Kessler as Chairman and Chief Executive Officer pursuant to Article L. 22- 10-8 II of the French Commercial Code;
9. Renewal of Mr. Denis Kessler's mandate as Director of the Company;
10. Renewal of Mr. Claude Tendil's mandate as Director of the Company;
11. Renewal of Mr. Bruno Pfister's mandate as Director of the Company;
12. Appointment of Mrs. Patricia Lacoste as Director of the Company;
13. Appointment of Mr. Laurent Rousseau as Director of the Company;
14. Ratification of the cooptation of Mr. Adrien Couret as Director of the Company;
15. Authorization granted to the Board of Directors for the purpose of buying ordinary shares of the Company.

Extraordinary General Meeting Resolutions

1. Delegation of authority granted to the Board of Directors in order to take decisions with respect to capital increase by capitalization of retained earnings, reserves or share premium;
2. Delegation of authority granted to the Board of Directors for the purpose of deciding upon the issuance of shares and/or securities granting access immediately or at term to ordinary shares to be issued, with preferential subscription rights;
3. Delegation of authority granted to the Board of Directors for the purpose of deciding the issuance, in the framework of a public offering, except in the case of an offering referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code, of shares and/or securities granting access immediately or at term to ordinary shares to be issued, with cancellation of preferential subscription rights and with compulsory priority period;
4. Delegation of authority granted to the Board of Directors for the purpose of deciding the issuance, in the framework of an offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code, of shares and/or securities granting access immediately or at term to ordinary shares to be issued, with cancellation of preferential subscription rights;
5. Delegation of authority granted to the Board of Directors for the purpose of deciding the issuance, in consideration for securities contributed to the Company in the framework of any exchange tender offer initiated by the Company, of shares and/or securities granting access immediately or at term to ordinary shares to be issued, with cancellation of preferential subscription rights;

Free translation from the French for information purpose only - French version shall prevail

1. Delegation of authority granted to the Board of Directors for the purpose of issuing shares and/or securities granting access immediately or at term to ordinary shares to be issued, as consideration for securities contributed to the Company in the framework of contributions in kind limited to 10% of its share capital without preferential subscription rights;
2. Authorization granted to the Board of Directors for the purpose of increasing the number of shares in the event of a share capital increase with or without preferential subscription rights;
3. Delegation of authority granted to the Board of Directors for the purpose of issuing warrants for the issuance of ordinary shares of the Company with cancellation of shareholders' preferential subscription rights to the benefit of categories of entities meeting specific characteristics, with a view to implementing a contingent capital program;
4. Delegation of authority granted to the Board of Directors for the purpose of issuing warrants for the issuance of ordinary shares of the Company, with cancellation of shareholders' preferential subscription rights to the benefit of categories of entities meeting specific characteristics, with a view to implementing an ancillary own funds program;
5. Authorization granted to the Board of Directors for the purpose of reducing the share capital by cancellation of treasury shares;
6. Authorization granted to the Board of Directors for the purpose of granting options to subscribe for and/or purchase shares with express waiver of preferential subscription rights in favour of salaried employees and executive corporate officers (dirigeants mandataires sociaux);
7. Authorization granted to the Board of Directors for the purpose of allocating free existing ordinary shares of the Company in favour of salaried employees and executive corporate officers (dirigeants mandataires sociaux);
8. Delegation of authority granted to the Board of Directors in order to carry out an increase in share capital by the issuance of shares reserved to the members of savings plans (plans d'épargne), with cancellation of preferential subscription rights to the benefit of such members;
9. Aggregate ceiling of the share capital increases;
10. Harmonization of the articles of association with the recent legislative changes and suppression of obsolete provisions;
11. Amendment of the articles of association concerning the governance of the Company;
12. Amendment of the articles of association concerning the term of office of the directors;
13. Power of attorney to carry out formalities.

Draft resolutions

Ordinary Annual General Meeting Resolutions

FIRST RESOLUTION

Approval of the reports and the statutory financial statements for the fiscal year ended on December 31, 2020

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings, and having reviewed the management report presented by the Board of Directors and the Statutory Auditors' report on the Company's financial statements for the fiscal year ended on December 31, 2020, approves the Company's statutory financial statements for the fiscal year ended on December 31, 2020 as presented, which state a gain of EUR 109,660,016.49, as well as the transactions recorded in such financial statements and summarized in such reports.

Pursuant to Article 223 quater of the French General Tax Code, the General Meeting approves the amount of the expenses and charges referred to in Article 39.4 of said Code, which amounts to EUR 247,881 for the year ended.

This year, as the tax result of the tax consolidation group shows a negative income, no corporate income tax is recognized in the accounts of SCOR SE for the 2020 fiscal year.

SECOND RESOLUTION

Allocation of the income and determination of the dividend with respect to the fiscal year ended on December 31, 2020

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings, and having

Free translation from the French for information purpose only - French version shall prevail

reviewed the management report presented by the Board of Directors, and noting that Article R. 352-1-1 of the French Insurance Code does not require companies which, as the Company, are subject to prudential supervision to retain a legal reserve, decides to not endow the legal reserve.

Then, the General Meeting acknowledges that the statutory accounts for the fiscal year ended December 31, 2020 show a gain of EUR 109,660,016.49, and that the distributable earnings for the for the year ended December 31, 2020 amounts to EUR 2,631,817,321.49, decides the distribution of a dividend of EUR 336,114,136.80, and resolves to allocate the distributable earnings as follows:

2020 distributable earnings

	Net profit for the year	EUR 109,660,016.49
	Retained earnings (report à nouveau) as of 12/31/2020	EUR 1,727,916,434.28
	Contribution premiums (primes d'apport) and share premiums (primes d'émission) as of
12/31/2020	EUR 663,077,503.12
	Other reserves of 12/31/2020	EUR 131,163,367.60
	TOTAL	EUR 2,631,817,321.49
Allocation of the 2020 distributable earnings
	Dividend	EUR 336,114,136.80
	Retained earnings (report à nouveau) after allocation	EUR 1,501,462,313.97
	Contribution premiums (primes d'apport) and share premiums (primes d'émission) after allocation	EUR 663,077,503.12
	Other reserves after allocation	EUR 131,163,367.60
	TOTAL	EUR 2,631,817,321.49

The General Meeting decides that the total amount of dividend of EUR 336,114,136.80 is calculated based on the number of shares comprising the Company's share capital as at December 31, 2020 as established by the Board of Directors during its meeting of February 23, 2021 (i.e a dividend per share of EUR 1.80 gross) and will be adjusted in case of change of this number as of the dividend payment date, based on the number of existing shares granting entitlement to said dividend as of such date.

The ex-dividend date will be July 2nd, 2021 and payment will be made on July 6, 2021.

Prior to the ex-dividend date, the Company will acknowledge the number of existing shares granting entitlement to the dividend, based on:

1. the number of treasury shares held by the Company; and
2. the number of new shares that will have been issued due to the exercise of stock options or securities granting access to the Company's share capital since December 31, 2020 and granting entitlement to the dividend due to their date of entitlement.

In this regard, the General Meeting resolves that if, as of the ex-dividend date, the number of shares entitled to dividend is different from the number of shares noted by the Board of Directors at its meeting dated February 23, 2021, the total amount of the dividend will be adjusted consequently (the amount of the dividend per share will remain unchanged) and, as the case may be, (i) the unpaid dividend balance will be credited to the "retained earnings" account, or (ii) the amount of the dividend payable in addition will be deducted in priority from retained earnings and, if applicable, for the remaining balance, from the "contribution premiums and share premiums".

Shareholders are informed that, under the conditions defined by the laws and regulations in force, this gross dividend will automatically be subject to a single flat-tax levy (prélèvement forfaitaire unique) liquidated at the rate of 30% (i.e. 12.8% for income tax and 17.2% for social charges) for individuals resident in France for tax purposes and will not benefit from the proportional allowance of 40% provided for in Article 158, part 3, paragraph 2, of the French General Tax Code, unless the beneficiary has expressly and irrevocably opted for the progressive scale for income tax, which would in this case apply to the whole capital income. Beneficiaries opting for the progressive scale for income tax, will be entitled to the proportional allowance of 40% provided for in Article 158, part 3, paragraph 2, of the French General Tax Code, i.e. EUR 0.72 per share.

For individuals resident in France for tax purposes, if they have opted for the progressive scale for income tax, the dividend will in any case, unless there is a specific exemption, be subject at the time of payment to the flat-rate withholding tax (PFNL) levied at the rate of 12.8%, which constitutes a tax installment on income attributable to the tax due the following year.

Social contributions at the rate of 17.2% (CSG, CRDS, social levy and additional contributions) owed by French tax residents are, in

Free translation from the French for information purpose only - French version shall prevail

all cases, levied when dividends are paid on their gross amount. The amount of the gross dividend will therefore be subject to a single flat-tax levy of 30% (12.8% + 17.2%) upon payment.

Pursuant to the requirements of Article 243 bis of the French General Tax Code, the General Meeting notes that the following amounts were distributed as dividends with regard to the previous three fiscal years:

Fiscal year ended:	12/31/2017	12/31/2018	12/31/2019
Dividend
(Amount eligible for the allowance set forth by	EUR 319,275,523.05(1)	EUR 325,398,657.50(1)	EUR 0(1)
Article 158 3-2°of the French General Tax
Code)	i.e. EUR 1.65 per share	i.e. EUR 1.75 per share	i.e. EUR 0 per share

1. Amount decided by the General Meeting, excluding the adjustments made, on the ex-dividend date, taking into account the number of treasury shares held by the Company and the newly issued shares as a result of exercising subscription options outstanding at that date.

THIRD RESOLUTION

Approval of the consolidated financial statements for the fiscal year ended on December 31, 2020

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings, and having reviewed the management report presented by the Board of Directors and the Statutory Auditors' report on the consolidated financial statements of the Company, approves as presented, the Company's consolidated financial statements for the fiscal year ended December 31, 2020 and the transactions recorded therein and summarized in such reports and which state a Group consolidated net profit of EUR 234,309,611.67.

FOURTH RESOLUTION

Approval of the information set forth in Article L. 22-10-9 of the French Commercial Code

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings, and having reviewed the report of the Board of Directors on corporate governance set out in section 2.2 in the 2020 Universal Registration Document, including the information listed in the first paragraph of Article L. 22-10-9 of the French Commercial Code relating to the compensation of the corporate officers (mandataires sociaux) of the Company, approves, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information included in such report.

FIFTH RESOLUTION

Approval of the fixed, variable and exceptional items comprising the total compensation and the advantages of any kind paid during or allocated in relation to, the fiscal year ended on December 31, 2020, to Mr. Denis Kessler, Chairman and Chief Executive Officer

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings, and having reviewed the report of the Board of Directors set out in pages 82 to 88 in the 2020 Universal Registration Document, and noted that the General Meeting dated June 16, 2020, in its seventh resolution, resolved, on the compensation policy of Mr. Denis Kessler as Chairman of the Board of Directors and Chief Executive Officer for the year ended on December 31, 2020, approves, in accordance with Article L. 22-10-34 II of the French Commercial Code the fixed, variable and exceptional items comprising the total compensation and the advantages of any kind paid during or allocated in relation to, the fiscal year ended on December 31, 2020, to Mr. Denis Kessler as Chairman and Chief Executive Officer.

SIXTH RESOLUTION

Approval of the directors' compensation policy pursuant to Article L. 22-10-8 II of the French Commercial Code

The General Meeting, upon satisfaction of the quorum and majority requirements applicable to ordinary general meetings and having reviewed the report of the Board of Directors on corporate governance including the compensation policy of the corporate officers (mandataires sociaux) implemented pursuant to Article L. 22-10-8 I of the French Commercial Code, forth in page 93 of the 2020Universal Registration Document published on March 02, 2021, as updated by the report of the Board of Directors on the resolutions of May 17, 2021 published on the SCOR website, approves, pursuant to Article L. 22-10-8 II of the French Commercial