Pursuant to Article L.225-40 article of the French Commercial Code, we have been advised of the agreements and commitments that received prior authorisation from your Board of Directors.
We are not required to ascertain whether any other agreements exist but to inform you, on the basis of the information provided to us, of the terms and conditions of the agreements of which we were notifi ed. It is not our role to determine whether they are benefi cial or appropriate. It is your responsibility, under the terms of Article R.225-31 of the French Commercial Code, to assess the benefi ts arising from the execution of these agreements and com-mitments for the purpose of approving them.
We performed our work in accordance with the professional stan-dards applicable in France. These stanstan-dards require that we perform the work to verify the consistency of the information provided to use with the basic documents forming the sources of that information.
Authorisation prior to the signature of a cash-pooling contract with BNP Paribas
At its meeting of 13 November 2007, the Board of Directors autho-rised the signature of an agreement with BNP Paribas to establish a notional cash-pooling between SCOR and the European entities of the Group.
This agreement between SCOR and BNP Paribas was signed on 20 October 2008. It gave rise to the payment by SCOR SE to BNP Paribas of non material amounts.
The director concerned by this agreement is Denis Kessler.
Contract between SCOR SE and its subsidiaries participat-ing in the notional cash-poolparticipat-ing agreement
The Board of Directors’ meeting held on the 18 March 2008 and 26 August 2008 authorised the signature by its Chief Executive Offi cer, pursuant to Article L.225-38 of the French Commercial
Code, with the power of delegation, the conclusion of legal docu-mentation relating to the notional cash-pooling agreement and in particular, the Intragroup Cash Management Agreement contract signed on 20 October 2008, by which participating companies give the power to SCOR SE for the management of cash-pooling.
The following entities of the Group are participating in the cash-pooling scheme: SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Auber, GIE Informatique, SCOR Global Life Deutschland (branch), SCOR Global P&C Deutschland (branch), SCOR Rückversi-cherung AG, SCOR Global Life Rappresentanza Generale per l’Italia (branch), SCOR Global P&C Rappresentanza Generale per l’Italia (branch), SCOR Global Life Iberica Sucursal (branch), SCOR Global P&C Iberica Succursal (branch), SCOR Global Life Reinsurance UK Ltd, SCOR Global Life Reinsurance Services UK Ltd, SCOR Global Life Re-insurance Ireland Ltd, SCOR Financial Services, Sweden ReRe-insurance Co Ltd, SCOR Holding Switzerland AG, SCOR Switzerland AG.
The Group entities taking part in the cash pooling, during the sec-ond phase, are: SCOR UK Company Ltd, SCOR UK Group Ltd, SCOR Holding UK Limited, SCOR London Management Ltd, Con-verium Insurance Uk Ltd, SCOR Underwriting Ltd, SCOR Global Life Schweiz AG, SCOR Global Life SE Belgique, SCOR Global Life Austria, SCOR Global P&C Ireland Ltd.
With regard to the notional cash-pooling scheme, each participat-ing entity receives remuneration of its account’s positive balance, under the terms and conditions negotiated for the Group and oth-erwise, pays interest on the negative balance of their account, at an agreed rate for the Group. The generated profi t by the notional cash-pooling scheme is allocated to SCOR SE, in exchange for (i) the management of the notional cash-pooling scheme by the for-mer, as well as (ii) the fact that SCOR SE alone, bears the indemnity paid to BNP Paribas, in the cases when the participating compa-nies’ global negative balance exceeds EUR 50,000,000.
This agreement gave rise to the payment by SCOR SE to BNP Paribas of non material amounts.
The Directors concerned by this agreement are Denis Kessler, Patrick Thourot, Allan Chapin, Daniel Lebègue and Jean-Claude Seys.
The parent company guarantee granted by SCOR SE to the benefi t of the reinsurance subsidiaries, pursuant to the in-surance and reinin-surance contracts fi nalised by the latter.
At its meeting of 18 March 2008, the company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the payment of existing parent company guarantees, drawn up by SCOR SE or of those which could be drawn up in accordance with the agreement granted by the Board of Directors of 28 Au-gust 2007, at a rate of 1 for one thousand, based on the amount of the Company’s shareholder’s equity, of which the agreements are guaranteed from the 1 January 2008. The concerned subsidiaries are as follows:
In Europe: SCOR Global Life, SCOR Global P&C, Irish Reinsurance Partners Ltd, SCOR Channel, SCOR Financial Services Ltd, SCOR U.K.
Co. Ltd.
In the United States of America (USA) and in Canada: SCOR Reinsur-ance Company Ltd (US), General Security Indemnity Company of Arizona, General Security National Insurance Company, Investors Insurance Corporation., SCOR Life Insurance Company, SCOR Life U.S. Re Insurance Company, SCOR Canada Reinsurance Company.
In Bermudas: Commercial Risk Reinsurance Company, Commercial Risk Re-Insurance Limited.
In Asia: SCOR Asia-Pacifi c Pte Ltd, SCOR Reinsurance Company (Asia) Ltd.
The Directors concerned by this agreement are Denis Kessler and Patrick Thourot.
Authorisation of the agreement concerning the pay-ment of parental guarantee compensation of SCOR Global P&C SE and SCOR Global Life SE
At its meeting of 18 March 2008, the Company’s Board of Direc-tors authorised, pursuant to Article L.225-38 of the French Com-mercial Code, the payment of existing upstream parent company guarantees (granted by SCOR Global P&C SE and SCOR Global Life SE) or those which could be drawn up in accordance with the authorisation granted by the Board of Directors of 28 August 2007, at a rate of 1 for one thousand, based on the amount of the Company’s shareholder’s equity, of which the agreements are guaranteed from the 1 January 2008.
These parent company guarantees, drawn up by SCOR Global P&C SE and SCOR Global Life SE, regard SCOR SE’s engagements, pursu-ant to the insurance contracts, reinsurance contracts and fi nancial contracts.
The Directors concerned by this agreement are Denis Kessler and Patrick Thourot.
SCOR SE’s new rule concerning retirement pensions pursuant to Article 39
At its meeting of 18 March 2008, the Company’s Board of Directors authorised, conforming to the article L.225-38 of the French Commercial Code, the signature of the company’s supplementary pension scheme which has been signed on 15 May 2008.
The aim of this plan is to specify the terms and conditions for the application of an additional pension scheme, put into place by the Company.
The wage, taken into account, in order to calculate the rights, is the average wage of the last fi ve professionally active years, ad-justed on the date of departure, according to the development of INSEE’s annual average index of the consumer price.
The participant who leaves the Company, in order to enter into retirement, will have the right to a supplemental pension if he/she fulfi ls some criteria on the date of his/her departure.
The Directors concerned by this scheme are Denis Kessler and Pat-rick Thourot.
Agreement with Compass Partners
At its meeting of 18 March 2008, the Company’s Board of Di-rectors approved the implementation of services by the company Compass Partners. These provisions ended on 31 July 2008.
The Director concerned by this agreement is Allan Chapin.
Parent company guarantees from SCOR SE to the benefi t of SCOR Switzerland AG for reinsurance commitments
At its meeting of 5 June 2008, the Company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the parent company guarantee’s signature covering the reinsurance engagements of SCOR Switzerland AG.
Only SCOR Switzerland AG’s commitments, pursuant to the in-surance and/or reinin-surance contracts, are covered by this parent guarantee.
This illimited guarantee’s grant is the subject of the same remu-neration for SCOR SE, as those of other guarantees, previously granted by SCOR SE.
The Directors concerned by this agreement, as Members of the Board of Directors of SCOR Holding (Switzerland), are Denis Kes-sler and Jean-Claude Seys.
Authorisation to fi nalise an engagement letter between BNP Paribas and SCOR SE with regard to the acquisition of the company Prévoyance Ré
At its meeting of 26 August 2008, the Company’s Board of Di-rectors authorised, pursuant to Article L.225-38 of the French Commercial Code, the signature by SCOR SE, with regard to the acquisition of the company Prévoyance et Réassurance and its subsidiary, Prévoyance Ré, of the engagement letter concerning a fi nancial advisory assistance by BNP Paribas, for a 9 months duration. The commission paid by virtue of this engagement let-ter amounts to EUR 150,000 euros tax excluded, of inlet-tervention commission and to EUR 600,000 euros tax excluded, of execution commission.
The Director concerned by this agreement is Denis Kessler.
Opening contract for accessible credit through the issue of a credit letter with BNP Paribas
At its meeting of 26 August 2008, the Company’s Board of Direc-tors authorised, pursuant to Article L.225-38 of the French Com-mercial Code, the signature of the agreement, fi nalised with BNP Paribas, for the issue of stand-by letters of credit, with regard to the Group’s insurance and reinsurance activity for a maximum amount up to USD 400,000,000.
This Facility Agreement has been executed on 23 December 2008.
The companies parties to this agreement are SCOR SE, SCOR Glob-al P&C SE and SCOR GlobGlob-al Life SE. The other companies within the Group could equally benefi t from this agreement.
This agreement has been signed on 23 December 2008 and did not give rise to any payment by SCOR SE to BNP Paribas in 2008.
The Director concerned by this agreement is Denis Kessler.
Authorisation to execute an engagement letter between SCOR SE and BNP Paribas
At its meeting of 13 November 2008, the Company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition, of the engagement letter with the Cor-porate Finance Department of BNP Paribas.
The role assigned under this commission to the Financial Advisor consisted generally of assisting SCOR SE in all phases of negotia-tions with the shareholders of the company in which the Trans-action was planned, its corporate officers and executives, and providing assistance in all phases of the Transaction until it was concluded.
The mission did not give rise to any payment in 2008.
The Director concerned by this agreement is Denis Kessler.
Authorisation to execute an engagement letter between SCOR SE and BNP Paribas
At its meeting of 13 November 2008, the Company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the signature by SCOR SE, with regard to a contemplated issuance of catastroph bonds by Atlas V, a special purpose vehicle incorporated in Ireland, the purpose of which is to provide a USD 200 million additional retrocession coverage for SCOR SE and its subsidiaries, of the engagement letter as joint-book runner and joint lead manager with the London branch of BNP Paribas.
This agreement has been concluded on 19 December 2008 and did not give rise to any payment in 2008.
The Director concerned by this agreement is Denis Kessler.
Parent company guarantee from SCOR SE to the benefi t of Prévoyance Ré for reinsurance commitments
At its meeting of 13 November 2008, the Company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the parent company guarantee’s signature by SCOR SE for the reinsurance engagements of Pré-voyance Ré.
Only Prévoyance Ré’s engagements, pursuant to the insurance and/
or reinsurance contracts, are covered by this parent guarantee.
This guarantee’s grant of no limited amount is the subject of the same remuneration for SCOR SE, as those of other guarantees, previously granted by SCOR SE.
The parent company guarantee did not give rise to any remunera-tion in 2008.
The Director concerned by this agreement is Patrick Thourot.
Parent company guarantee from SCOR SE to the benefi t of SCOR Africa Ltd for reinsurance commitments
At its meeting of 13 November 2008, the Company’s Board of Directors authorised, pursuant to Article L.225-38 of the French Commercial Code, the parent company guarantee’s signature by SCOR SE for the reinsurance engagements of SCOR Africa Ltd.
Only SCOR Africa Ltd’s engagements, pursuant to the insur-ance and/or reinsurinsur-ance contracts, are covered by this parent guarantee.
This guarantee’s grant of no limited amount is the subject of the same remuneration for SCOR SE, as those of other guarantees, previously granted by SCOR SE.
The parent company guarantee did not give rise to any remunera-tion in 2008.
Parent company guarantee from SCOR SE to the benefi t of SCOR Perestrakhovaniye for reinsurance commitments
At its meeting of 13 November 2008, the Company’s Board of Di-rectors authorised, pursuant to Article L.225-38 of the French Com-mercial Code, the parent company guarantee’s signature by SCOR SE for the reinsurance engagements of SCOR Perestrakhovaniye.
Only SCOR Perestrakhovaniye’s engagements, pursuant to the insurance and/or reinsurance contracts, are covered by this parent guarantee.
This guarantee’s grant of no limited amount is the subject of the same remuneration for SCOR SE, as those of other guarantees, previously granted by SCOR SE.
The Director concerned by this agreement is Denis Kessler.
Commitments for the benefi t of Denis Kessler
The Board of Directors, at its meeting of 24 May 2007, in accordance with articles L.225-38 and L.225-42-1 of the French Commercial Code, and at the recommendation of the Compensation and Nomi-nation Committee, renewed commitments for the benefit of the Chairman and Chief Executive Offi cer as defi ned by the Board on 21 March 2006, and as amended by the Board on 12 December 2008, which are described in the Report of the Chairman of the Board of Directors on the conditions for the preparation and organisation of
the work of the Board of Directors and the internal control procedures compliant with Article L.225-37 of the French Commercial Code.
The Director concerned by this agreement is Denis Kessler.
Acquisition of 100% of the shares of SCOR P&C Ireland Holding Limited by SCOR Global P&C SE from SCOR SE
At its meeting of 26 August 2008, the Company’s Board of Directors authorised the sale by SCOR SE to SCOR Global P&C SE of 100% of the share capital and voting rights of SCOR P&C Ireland Holding Limited.
This transaction has been completed on 23 December 2008 for a price of USD 113,477.
The Director concerned by this agreement are Denis Kessler and Patrick Thourot.