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Scor SE

Transaction in Own Shares Apr 23, 2009

1653_rns_2009-04-23_a5852200-4b37-4bce-9421-4de209214021.pdf

Transaction in Own Shares

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For further information, please contact: Beat Werder +33 (0)1 46 98 71 39 Chief Communications Officer Marco Circelli +44 (0) 207 553 8106 Head of Investor Relations

2009-2010 SHARE BUYBACK PROGRAM

INFORMATION RELATING TO ARTICLES 221-1 ET SEQQ. AND 241-1 ET SEQQ. OF THE GENERAL REGULATIONS OF THE AMF [FINANCIAL MARKETS AUTHORITY]

1. Date of the Shareholders' General Meeting which authorized the 2009-2010 share buyback program (hereinafter the "2009-2010 Share Buyback Program")

It is reminded, if needs be, that the Shareholders' General Meeting of May 7, 2008 of SCOR SE (hereinafter the "Company"), in its 6th resolution, authorized the Company's Board of Directors to carry out transactions on the shares of the Company in the framework of a share buyback program (hereinafter the "2008-2009 Share Buyback Program"), the principal characteristics of which have been defined in the description posted on the Company's website and released on Hugin on 19 May 2008.

In its 6th resolution, The Company's Shareholder's General Meeting held on April 15, 2009 authorized the Company's Board of Directors, with the power to subdelegate, to carry out transactions on the shares of the Company in the framework of a share buyback program (hereinafter the "2009-2010 Share Buyback Program"), the principal characteristics of which are defined below.

2. Securities held as of 17 April 2009

SCOR SE holds 5,130,966 treasury ordinary shares of EUR 7.8769723 nominal value (hereinafter the "Shares"), corresponding to 2.79% of its capital.

The Company's shares are listed on the Eurolist market of NYSE-Euronext Paris.

3. Breakdown by objective of the capital securities held as of 17 April 2009

The breakdown by objectives of the Shares held as of 17 April 2009 is as follows:

Objective Number of
Shares
acquired
Global purchase
value
Average
purchase
price
(in euros)
Shares (in euros) Shares
Stimulation of the secondary market or the
liquidity
of
the
Company's
shares
by
an
investment services provider through a liquidity
2008
1 314 601
2008
17 409 650
2008
13,24
agreement compliant with a professional ethics
charter recognized by the Financial Markets
Authority
2009
1 215 215
2009
18,432,050.68
2009
15,17
Implementation of any stock option plan of the
Company within the framework of the provisions
of Articles L.225-177 et seqq. of the French
Commercial Code
- - -
Free allocation of shares to employees and/or
company representatives
2008
2 609 934
2008
39 249 861,46
2008
15,04
2009
125 731
2009
1 835 169,68
2009
14,60
Allocation of shares to employees and, where
applicable, company representatives for the
purpose of participating in the results of the
company's expansion and implementing any
company savings plan, under the conditions
specified
by
law,
in
particular
within
the
framework of Articles L.443-1 et seqq. of the
French Labor Code
- - -
Purchasing of shares for keeping and later
remittal for exchange or as payment within the
framework
of
possible
external
growth
operations
2008
3 753 696,
Dont 3 459 075
2008
55 634 429,33
2008
14,82
pour l'achat de
Prévoyance Ré
et
52 033 277,93 15,04
294 621
transférés au
PAA
3 601 151,40 12,22
-
Remittal of shares during the exercise of rights
attached to securities giving access to the
capital
- - -
Cancellation of shares bought back in this way,
within the limits established by law
2008
-
2009
129 139
- -

SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital

de 1 450 523 984,67 Euros

4. Objectives of the 2009-2010 Share Buyback Program

The purchases and sales of SCOR SE shares within the framework of the 2009-2010 Share Buyback Program may be carried out for all purposes allowed or that may be authorized by the laws and regulations in force, and in particular towards the following objectives, corresponding to the provisions of European Commission Regulation No. 2273/2003 of December 22, 2003 or to market practices allowed by the Financial Markets Authority:

Authorized objective For the New
Shares
1. Stimulation of the secondary market or the liquidity of the SCOR shares by an
investment services provider through a liquidity agreement compliant with a
professional ethics charter recognized by the Financial Markets Authority
yes
2. Setting-up, implementation or hedging of any stock option plan, other plans for
attribution of shares and, generally, any form of attribution to employees
and/or officers of the Company and/or of affiliated companies, notably hedging
of any Company stock option plan pursuant to the provisions of Articles L. 225-
177 and seqq. of the French Commercial Code, attribution of Company shares
at no cost in the context of the provisions of Articles L. 225-197-1 and seqq. of
the French Commercial Code, attribution of Company shares as participation
in profits generated by the expansion of business (participation aux fruits de
l'expansion de l'entreprise) or attribution or transfer of Company shares within
the framework of any employee saving plan (plan d'épargne salariale), notably
in the context of the provisions of Articles L. 3321-1 and seqq., and L. 3332-1
and seqq. of the French Labor Code
yes
3. Purchasing of shares for keeping and later remittal for exchange or as
payment within the framework of possible external growth operations
yes
4. Remittal of shares during the exercise of rights attached to securities giving
access to the capital
yes
5. Cancellation of the shares bought back, within the limits established by the law
and subject to authorization by the Extraordinary General Meeting of the
shareholders of the Company
yes

5. Maximum share of the capital, maximum number, characteristics and maximum buyback price of the securities concerned

Securities concerned: Shares listed on the Eurolist market of NYSE-Euronext Paris under the codes:

  • ISIN FR0000130304 ;

The maximum purchase price is set at EUR 30 (thirty euros) per Share (acquisition costs excluded). In case of capital increase by incorporation of reserves and free allocation of shares, and in case of splitting or regrouping of shares, this maximum price will be adjusted by a multiplication factor equal

SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital de 1 450 523 984,67 Euros

to the relation between the number of securities comprising the capital prior to the operation and such number after the operation.

The Shareholders' General Meeting of April 15, 2009 set the maximum number of shares able to be bought back within the framework of the 2009-2010 Share Buyback Program at 10% of the share capital, it being specified (i) that when the shares are purchased in order to enhance liquidity on the share under the conditions set out by the general regulations of the French Financial Markets Authority (Autorité des Marchés Financiers), the number of shares taken into account for the calculation of the 10% limit shall correspond to the number of shares purchased, after deduction of the number of shares resold during the period covered by the authorization, (ii) that the number of shares acquired by the Company with a view to their retention and subsequent remittance as payment or in exchange in connection with a merger, spin-off or contribution may not exceed 5% of its capital, pursuant to the provisions of Article L.225-209, paragraph 6, of the French Commercial Code, (iii) that, in the context of the use of this authorization, the number of treasury shares held must be taken into account so that the Company always remains within the limit of the number of treasury shares held being equal to a maximum of 10% of the share capital, and (iv) that such limit shall, as necessary, be adjusted in order to take into account transactions affecting the share capital following this Shareholders' General Meeting, and that the direct share acquisitions carried out by the Company may in no event cause it to hold, directly or indirectly, more than 10% of the share capital, it being specified that the aggregate amount that the Company may assign to the buyback of its own shares shall be set in accordance with the provisions of Article L. 225-210 of the French Commercial Code.

The acquisition, sale or transfer of shares may be carried out by any means, on the market or by mutual agreement, including, in particular, by the acquisition or sale of blocks or by the use of derivative financial instruments, listed on a regulated stock exchange or transacted by mutual agreement, or by the implementation of optional strategies under conditions authorized by the stock exchange authorities. Such transactions may be carried out at any time except during a public offering period, in accordance with regulations in force.

6. Duration of the 2009-2010 Share Buyback Program

The Shareholders' General Meeting held on April 15, 2009 authorized the Company's Board of Directors, with the power to subdelegate, to carry out transactions on its own shares for a duration ending on the next Annual General Meeting of the Shareholders convened to approve the financial statements ended December 31, 2009 which will in no event exceed a maximum period of eighteen (18) months from the date of such authorization. The 2009-2010 Share Buyback Program will have the same duration as the authorization granted by the General Meeting to the Board of Directors.

7. Declaration of the operations carried out by SCOR on its own securities from 19 May 2008 to 17 April 2009

  • Percentage of capital directly or indirectly held by the company itself as of 17 April 2009: 2.79 %
  • Number of securities canceled during the course of the last 24 months (from 15 April 2007 to 17 April 2009): 129,539 Shares

SCOR SE 1, av. du Général de Gaulle 92074 Paris La Défense Cdx France Tél + 33 (0) 1 46 98 70 00 Fax + 33 (0) 1 47 67 04 09 www.scor.com RCS Nanterre B 562 033 357 Siret 562 033 357 00020 Société Européenne au Capital de 1 450 523 984,67 Euros

  • Number of securities held in portfolio as of 17 April 2009: 5,130,966 Shares
  • Accounting value of the portfolio as of 17 April 2009: EUR 85,399,452.55
  • Market value of the portfolio as of 17 April 2009: EUR 83,916,948.93

Operations carried out on the Shares:

Shares Cumulative gross cash flows * Positions open at the date of publication of the program
description **
Purchases Sales/Transfers Positions open for purchase Positions open for sale
Number of Shares 8,911,710 7,439,377 - - - -
Maximum average
term
- - - - - -
Average
transaction price1
12.63 12.16 - - - -
Average exercise
price
- - - - - -
Amounts 112,540,229.63 90,442,482.98 - - - -

* The cumulative gross cash flows include the cash purchase and sale operations as well as the option operations and forward operations exercised or having fallen due.

** The open positions include the forward purchases or sales not having fallen due as well as purchase options not exercised.

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