LISI 2012 FINANCIAL REPORT
13
1
General information regarding the company
• TheShareholders’Meeting is composedof all theshareholders,
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.
• In the event that shareholders vote by proxy, only those proxy
votes that have arrived at the company at least 3 days prior to
the date of the Shareholders’ Meeting will be counted.
Moreover, the attendance of a shareholder at the Annual
General Meeting shall consequently render null and void the
postal vote and/or the form of proxy which said shareholder
may have, where appropriate, sent to the company; the
shareholder’s presence shall override any other form of
participation which he may have previously chosen. If the
shareholder is not present at the meeting, his power of
attorney is only taken into consideration with respect to the
votes cast in his proxy voting form, if one has been submitted.
Article 9 – Disclosure Requirements
• Shares are freely tradable in the absence of any legal or
regulatory provisions to the contrary.
• Shares are delivered by transfer from one account to another
according to the terms and conditions set forth by regulations.
• The company’s shares are indivisible.
• If a specific quantity of existing shares is required for a
shareholder to exercise rights, or if existing shares are
exchanged or issued which grant the right to a new share in
return for the redemption of several existing shares, any odd-
lot shares or shares that fall short of the minimum number
required will not provide shareholders with rights vis-à-vis the
company, as it is up to the shareholders to gather the required
number of shares and, if possible, to buy or sell the required
number of shares.
• Without prejudice to the provisions covered in article 356-1
of law no. 66-537 of July 24, 1966, any person who owns
or acquires at least 3% of share capital either directly or
indirectly, as set forth under the provisions of said article
356-1, must report the total number of shares that he
owns by recorded delivery with confirmation of receipt to
the company’s registered office within 15 days of this 3%
threshold being exceeded.
Shareholders are also required to inform the company within
the same time period should their stake dip below the
aforementioned thresholds.
In the event that beneficial share ownership is not reported in
accordance with the aforementioned procedures, the shares
that exceed the reporting threshold shall be deprived of voting
rights for all Shareholders’ Meetings held within a period of
up to 3 months after the date the declaration of beneficial
ownership is finally made in accordance with the proper
procedures, by one or more shareholders who jointly own at
least 5% of share capital, as recorded in the minutes of the
Shareholders’ General Meeting.
