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LISI 2011 —
120
— financial report
Documents specific to the Ordinary General Meeting
to proceed, by whatever means it deems appropriate, to the
repurchase of own shares, representing up to 10% of the company’s
share capital, corresponding to 1,078,649 shares, except for the
acquisition of shares meant to be retained and the delivery of
shares to be used as consideration or payment for external growth
operations whose total will be limited to 5% of the share capital or
539,324 shares;
– Decides that the acquired shares will be used as follows:
• to increase the activity of the stock on the market by an
Investment Services Provider via a liquidity contract in accordance
with the professional code of ethics recognized by the French
market authority (AMF);
• to grant stock options or free shares to employees and corporate
officers of the company and/or its consolidated group;
• to retain and use shares as consideration or payment for potential
acquisitions;
• to cancel purchased shares, subject to the approval of the
Shareholders’ Extraordinary Meeting to be called at a later date.
Shares can be acquired or sold by any means and at any time, in
accordance with the regulations in force, on or off the market,
including through the use of derivatives traded on a regulated market
or by private contract.
The company undertakes to remain constantly within the limits set by
article L.225-209 of the Commercial Code.
The following terms apply to this authorization:
– The company may not repurchase its own shares for more than
€100, not including transaction fees;
The highest figure that LISI S.A. would pay if it purchased shares at the
ceiling price set by the Shareholders’ Meeting,
i.e.
€100, is €69,984,500.
This authorization is valid for a period of 18 months from the date of
this Shareholders’ meeting.
– Assigns full powers to the Board of Directors, which may choose to
delegate them, within the limitations detailed above, to put in stock
market orders, to negotiate agreements in the aim of carrying out
all formalities and all declarations to all organizations, to carry out
all other formalities and, as a general rule, to do all that is necessary.
7
th
resolution – Determination of directors’ fees
The General Meeting determines the annual amount of attendance
fees to be divided among the directors to the sum of €220,000.
This amount will remain in effect until otherwise determined by the
General Meeting.
Under the authority of the Extraordinary General Meeting
8
th
resolution
Having reviewed the Board of Directors’ report and the Auditors’
special report, in accordance with articles L.225-197-1
et seq.
of the
French Commercial Code:
– authorizes the Board to proceed in one or more occasions, to
the benefit of the beneficiaries belonging to the category to
be determined among the employees and corporate officers of
the company referred to in Article L.225-197-1, II° of the French
Commercial Code, and the employees and corporate officers of
related companies in accordance with the provisions of Article
L.225-197-2 of the French Commercial Code, to an allocation of free
shares;
– decides that the Board of Directors will determine the number of
shares that may be allocated freely to each beneficiary, and the
conditions and, where applicable, the criteria for allotment of such
shares;
– decides that the total number of shares granted may not exceed
300,000 shares or 2.78% of the company’s share capital to
date, subject to any adjustments for maintaining the rights of
beneficiaries, but may not exceed the overall limit of 10% stake in
the company to date;
– decides that the award of these shares will become final, subject to
fulfilling any conditions or criteria set by the Board, after a vesting
period of at least two years, during which time the beneficiaries are
not holders of the shares which have been granted and the rights
resulting from this allocation will not be transferable;
– decides that in case of death of the beneficiaries during this two-
year period, the heirs of deceased beneficiaries may seek to benefit
from the allocation of free shares within six months of the death,
the shares will be fully vested by them and will be delivered to them
only after the vesting period, subject to fulfillment of any conditions
of award set by the Board of Directors;
– decides that in case free shares are granted to corporate officers or
employees of related companies and these companies would cease
to be related to the LISI SA during this two year period, the Board
of LISI SA may at its discretion maintain the allocation rights of the
beneficiaries at the end of the vesting period, subject to the other
conditions being fulfilled;
– decides that during this two-year period, in case of dismissal or
resignation, revocation for corporate officers, beneficiaries will
lose their rights to the allocation of free shares in the event of
retirement or disability causing them to leave their positions
within the company or related company, beneficiaries will retain
the right to the allocation of free shares on the acquisition date
set by the Board subject to the other allocation conditions being
fulfilled;
– notes that following the vesting period defined above and subject
to fulfilling any conditions or criteria set by the Board of Directors,
the allocation of free shares will be achieved by means of existing
shares that the company has acquired for this purpose under the
provisions of Article L.225-208 of the French Commercial Code;
– decides that, upon the expiration of that two-year period, the
shares will definitely vest to their beneficiaries, but will not be
transferable and shall be kept by them for a minimum period of
two years;
– delegates all powers to the Board, with the faculty to subdelegate
them under legal conditions, to implement this authorization and
in general, do whatever is necessary, particularly regarding the
implementation of measures to preserve the rights of beneficiaries
by making adjustments in the number of free shares based on
transactions involving the capital of the Company that would occur
during the vesting period, to decide whether the corporate officers