MRM - 2018 Registration document

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Corporate governance

Corporate governance report

The following table sets out the SCOR SE bonus share award plans for François de Varenne as of 31 December 2018 (1) :

Total amount acquired at the allocation date Date of transfer

Rights to bonus shares

Award value per share

Total award value

Plan

2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan

7,000

€17.97 €14.88 €15.17 €17.55 €18,885 €19,815

€125,790 €223,200 €303,400 €421,200 €604,320 €792,600 €904,400

€125,790 €223,200 €303,400 €421,200 €604,320 €792,600 €904,400

01/09/2007 08/11/2008 25/05/2009 08/05/2010 17/03/2011 03/03/2012 08/03/2013 02/09/2017 20/03/2014 27/07/2014 06/03/2015 05/03/2018 31/07/2016 19/12/2018 24/02/2019 24/02/2022 22/02/2020 23/12/2021 23/12/2021

15,000 20,000 24,000 32,000 40,000 40,000

€22.61

2011-2019 Long-Term Incentive Plan

40,000 40,000

-

€1,398,000

€1,328,100

2012 Plan

€24.46 €24.55 €30.60

€978,400

€978,400

2012 Plan (PPP) (2)

5

€123

€123

2013 Plan 2014 Plan

40,000 40,000

€1,224,000 €1,294,200

€1,224,000 €1,294,200

-

2014 Plan (PPP) (3)

5

€26.33 €38.50

€132

€132

2015 Plan 2016 Plan

40,000 40,000

€1,540,000

-€1,463,000

-

-

-

2016-2022 Long-Term Incentive Plan

40,000 40,000 50,000

- -

- -

- -

2017 Plan 2018 Plan

2018 Collective plan

30

TOTAL

548,040

€9,809,765 €9,662,865

(1) Shares allocated since 2008 are subject to performance conditions. These conditions relate to one-third of the shares allocated under the plan of 7 May 2008, half of the shares allocated under the plan of 16 March 2009, and all of the shares allocated since the plan of 2 March 2010. Nevertheless, as regards the Chairman and Chief Executive Officer, all shares allocated since the plan of 16 March 2009 are subject to performance conditions. For further details on the performance conditions applicable to bonus shares, see Section 17.3 of SCOR’s 2014 Registration Document and its Registration Documents filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on 5 March 2014 and 6 March 2013 under numbers D.14-0117 and D.13-0106. (2) This bonus share plan is for all SCOR Group employees residing in France in accordance with the collective agreement signed on 20 July 2012 as part of nationwide negotiations between management and labour on the profit sharing measures introduced by Law 2011-894 of 28 July 2011 on rectifying the financing of social security for 2011. The plan provides for a uniform allocation of five free shares without presence or performance conditions. (3) This bonus share plan is for all SCOR Group employees with French employment contracts in accordance with the collective agreement signed on 3 July 2014 as part of nationwide negotiations between management and labour on the profit sharing measures introduced by Law 2011-894 of 28 July 2011 on rectifying the financing of social security for 2011. The plan provides for a uniform allocation of five free shares without presence or performance conditions.

2.2.3 Remuneration of the non-executive corporate officers

proportions, specifically linked to industry practice, as follows: • remuneration of €1,100 per Board meeting attended by the independent director; • remuneration of €1,100 per Audit Committee meeting attended by the independent director; • remuneration of €2,200 per Committee meeting attended by the Chairman or Chairwoman (independent director) of the committee in question; • remuneration of €1,100 per independent director to be invested in Company shares.

Directors’fees are the only component of remuneration paid to non-executive corporate officers. The Ordinary General Meeting of 1 June 2017 decided to set the total amount of directors’fees at €55,000, pending further decision. At its meeting of 31 May 2018, as in previous years, the Board of directors decided to use this amount to remunerate the attendance of independent directors, in the following

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M.R.M. 2018 REGISTRATION DOCUMENT