Page 12 - Financial report 2011

LISI 2011 — 12 — financial report
General company information
2011
The Group continued the movement to strengthen and build its
position in strategic markets started in 2010. The year 2011 was
marked by the following transactions:
– LISI COSMETICS was deconsolidated on January 1st 2011 following
the sale completed as at April 6, 2011. For the record, the division
generated a turnover of € 52.8m in 2010.
– The Creuzet Group was purchased and consolidated as of July 1st,
2011. It contributed €58.9m to the sales revenue over a six-month
period.
6.3 Company name – head office and
applicable law
Company name and head office
LISI S.A. – LeMillenium – 18 rue Albert Camus – 90008 BELFORT Cedex
Legal form of the issuer and applicable legislation
"Société Anonyme" (public limited company) governed by French
legislation.
Place and number of registration
– R.C.S. : BELFORT 536 820 269
– Code NAF : 7010 Z
6.4 Incorporation and term - Articles of
Association
Incorporation and term
The company was set up on July 5, 1968. Its term expires on July 4,
2067, excepting early dissolution or renewal.
Purpose
According to article 2 of the by-laws, the company’s purpose is:
– The acquisition of equity interests in all types of companies,
including commercial, manufacturing, financial, securities and
property development companies ;
– The manufacture, purchase and sale of all items, especially those
relating to screws, nuts and bolts, forging, lathing and machine
tooling and building ;
– Where necessary, all transactions relating to the machine industry
and sale of related products ;
– The direct or indirect participation in all transactions or business
matters that could have an impact on said business purpose or
which could help further the interests of the corporation, by any
means, including the creation of new companies, subscription
contribution, the purchase of shares and rights, etc… ;
– and more generally, all commercial, securities and real estate
transactions, be they directly or indirectly related to the business
purpose or likely to facilitate its expansion or growth.
Financial Year
The company’s accounting period begins on January 1 and ends on
December 31 of each year.
Specific statutory clauses
Article 17 – Distribution of earnings
– Out of the distributable profit, all amounts the Shareholders’
General Meeting shall decide to carry forward to the next year or
allocate to the creation of extraordinary, contingency, or other funds,
with or without a special allocation, shall be withdrawn first. The
remainder is distributed between the shareholders, in proportion to
the share capital held.
– Each shareholder may be granted the option of receiving payment in
cash or in shares under the terms provided for by law, for all or part
of the dividend or the advance on the dividend distributed.
Article 15-1 to 15-5 – Shareholders’ General Meetings
– Shareholder meetings are held and deliberate in accordance with
the applicable legal provisions.They meet at the head office or at any
other location specified in the meeting notice.
– The Shareholders’ Meeting is composed of all the shareholders,
regardless of the number of shares they own, provided that the
shares are fully paid-up. The right to attend in person or to be
represented by proxy is subject:
1. For registered shareholders, to the registration of their shares in a
pure or administered personal account at least 5 days before the
date of the Meeting;
2. For holders of bearer shares, if any exist, to the submission within
the same period of time, of a certificate established by the
authorized proxy acknowledging the unavailability of the shares
registered in the account until the date of the Meeting.
However, the Board of Directors may, as a general rule, reduce or
waive this time period.
– The Meetings are chaired by the Chairman of the Board of Directors
or, in his absence, by the oldest Deputy Chairman, or in the absence
of a Deputy Chairman, by the most senior director present at the
Meeting. Failing this, the Meeting may elect its own Chairman.
– Barring any legal or regulatory measures to the contrary, each
member of the Shareholders’ Meeting is entitled to as many share
votes as he owns or represents, both in his own name and as a proxy,
without limitation. However, certain shares have double the voting
rights of other shares in view of the proportion of share capital they
represent, namely :
1. All fully paid-up shares registered in the name of the same
shareholder for at least four (4) years ;
2. All shares allocated free of charge to shareholders as part of a
capital increase carried out through the incorporation of reserves,
profits or issue premiums, up to the number of existing shares for
which they are entitled to such double voting rights.
Double-voting rights cease to apply once the shares change hands.
However, the aforementioned time period is not interrupted and
double voting rights still apply in the event that transfers occur as
a result of inheritance, liquidation of community property between
spouses or donations inter vivos to a partner or family relation who
is entitled to inheritance rights.