MRM_REGISTRATION_DOCUMENT_2017

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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 2017 (1) :

Rights to bonus shares

Total amount acquired at the allocation date

Award value per share

Total award value

Date of transfer

Plan

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

7,000

€17.97 €125,790 €14.88 €223,200 €15.17 €303,400 €17.55 €421,200 €18.885 €604,320 €19.815 €792,600 €22.61 €904,400

€125,790 01/09/2007 €223,200 08/11/2008 €303,400 25/05/2009 €421,200 08/05/2010 €604,320 17/03/2011 €792,600 03/03/2012 €904,400 08/03/2013 €1,328,100 02/09/2017 €978,400 20/03/2014

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

2011-2019 Long-Term Incentive Plan

- €1,398,000

2012 Plan

€24.46 €978,400

5

€24.55

€123

€123 27/07/2014

2012 Plan (PPP) (2)

2013 Plan 2014 Plan

40,000 40,000

€30.60 €1,224,000

€1,224,000 06/03/2015 €1,294,200 05/03/2018

- €1,294,200

5

€26.33

€132

€132 31/07/2016

2014 Plan (PPP) (3)

2015 Plan 2016 Plan

40,000 40,000 40,000 40,000

- - - -

- - - -

- 19/12/2018 - 24/02/2019 - 24/02/2022 - 22/02/2020

2016-2022 Long-Term Incentive Plan

2017 Plan

TOTAL

498,010

€8,269,765 €8,199,865

(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 AMF 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 non-executive corporate officers 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 for the year ended 31 December 2017 at €55,000. At its meeting of 1 June 2017, as in previous years, the Board decided to use this amount to remunerate the attendance of the independent directors, within the following limits and changes, 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 Chairperson (independent director) of the committee in question; • Remuneration of €1,100 per independent director to be invested in Company shares. Except for the last item, which is new and intended to promote compliance with the share ownership requirement imposed by the internal regulations, this remuneration is variable in full and based entirely on independent directors’ attendance and participation in Board and Audit Committee meetings.

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M.R.M. 2017 REGISTRATION DOCUMENT