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LISI 2011 —
119
— financial report
Documents specific to the Ordinary General Meeting
.6
Draft resolutions
Ordinary General Meeting of April 26, 2012
4
th
resolution – Discharge to the Directors
The Shareholders’ General Meeting gives full discharge to the
Directors for their work for the year 2011, and to the Auditors for their
term of office.
5
th
resolution – Earnings appropriation
Acting on the proposal of the Board of Directors, the Shareholders’
General Meeting has decided to allocate last year’s profits as follows:
– profits for the financial year of
€19,308,622
– increased by retained earnings
to a total of
€52,904,485
To give a total of
€72,213,107
This represents distributable profit, which the Board of Directors
proposes should be distributed as follows:
– as dividends to shareholders
a sum of €1.30 per share, for the total of
€13,529,997
payable on May 9, 2012
– the remainder to the retained earnings account,
for the total of
€58,683,110
it being understood that this amount will be increased by the sum of
the dividends payable on the shares owned by the Company as of the
ex-dividend date.
The dividend for each share amounts to €1.30. The value of the
dividend eligible for 40% deduction, as covered by article 158-3-2° of
the French General Tax Code, is €1.30.
In addition, the Shareholders’ General Meeting acknowledges that
it has been apprised that the dividend payouts per share for the last
3 years were as follows:
Financial year ended
December 31, 2008:
dividends eligible for the 40%
allowance: €1.20
Financial year ended
December 31, 2009:
dividends eligible for the 40%
allowance: €0.70
Financial year ended
December 2010:
dividends eligible for the 40%
allowance: €1.05
6
th
resolution – Share repurchase program
Having listened to the reading of the Board of Directors’ report
and reviewed the data contained in the program description, the
Shareholders’ General Meeting:
– cancels the purchase authorization given on April 27, 2011;
– Gives its authorization, in accordance with articles L.225-209
et
seq.
of the French Commercial Code, to the Board of Directors,
Agenda
Under the authority of the Ordinary General Meeting
– Review and approval of the annual financial statements for the
period ended December 31, 2011;
– Approval of consolidated financial statements for the period ended
December 31, 2011;
– Approval of the conventions covered by articles L.225-38
et seq.
of
the French Commercial Code;
– Discharge to the Directors and Auditors;
– Appropriation of earnings;
– Authorization for the Company to repurchase its own shares;
– Determination of directors’ fees.
Under the authority of the Extraordinary General Meeting
– Allocation of free shares; Authorization for the Board to proceed to
such allocation of free shares;
– Proxies;
– Miscellaneous questions.
Draft resolutions
Under the authority of the Ordinary General Meeting
1
st
resolution – Approval of corporate financial statements
Having listened to the reading of the Board of Directors’ report and the
Auditors’ general report, the Shareholders’ General Meeting approves
the annual financial statements established as at December 31,
2011, as they are presented, with profits of €19,308,622, as well as
the transactions described in these financial statements that are
summarized in these reports.
Inparticular, the Shareholders’ GeneralMeeting approves the spending
carried out over the last year in relation to the transactions covered by
article 39-4 of the French General Tax Code, which amounts to a total
of €10,925.
2
nd
resolution – Approval of consolidated financial statements
Having listened to the reading of Board of Directors’ report and the
Auditors’ general report, the Shareholders’ General Meeting approves,
as they are presented, the consolidated financial statements set out
in accordance with article L. 233-16
et seq.
of the French Commercial
Code, showing profits of €58,225,006.
3
rd
Resolution – Approval of the conventions covered
by Article L.225-38 of the Commercial Code
Having listened to the reading of the Auditors’ Special Report on the
conventions covered by articles L.225-38 of the French Commercial
Code, the Shareholders’ General Meeting approves the sections
indicated in this report.