LISI FINANCIALREPORT2013 I
13
GENERAL INFORMATIONREGARDINGTHECOMPANY
1
n
The Shareholders’ Meeting is composed of all the shareholders,
regardlessof thenumberof shares theyown, provided that the shares
are fullypaid-up. The right toattend inpersonor tobe representedby
proxy issubject:
1.For registered shareholders, to the registration of their shares in a
pureoradministeredpersonalaccountat least5daysbeforethedate
oftheMeeting ;
2.Forholdersofbearershares, ifanyexist, tothesubmissionwithinthe
same period of time, of a certificate establishedby the authorized
proxy acknowledging the unavailability of the shares registered in
theaccountuntil thedateoftheMeeting.
However, theBoardofDirectorsmay,asageneralrule, reduceorwaive
thistimeperiod.
n
TheMeetingsarechairedby theChairmanof theBoardofDirectorsor,
inhis absence, by theoldestDeputyChairman, or in the absenceof a
DeputyChairman, by themost seniordirectorpresent at theMeeting.
Failingthis, theMeetingmayelect itsownChairman.
n
Barringany legalor regulatorymeasures to thecontrary,eachmember
of the Shareholders’ Meeting is entitled to asmany 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 viewof theproportionof share capital they represent,
namely:
1.Allfullypaid-upsharesregisteredinthenameofthesameshareholder
forat least four (4)years;
2.Allsharesallocated freeofchargetoshareholdersaspartofacapital
increasecarriedout through the incorporationof reserves,profitsor
issuepremiums, up to thenumberof existing shares forwhich they
areentitledtosuchdoublevotingrights.
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
spousesor donations inter vivos toapartner or family relationwho is
entitledto inheritancerights.
n
In the event that shareholders vote by proxy, only those proxy votes
thathavearrivedat thecompanyat least3daysprior to thedateof the
Shareholders’Meetingwillbecounted.
Moreover, the attendance of a shareholder at the Annual General
Meeting shall consequently render null and void thepostal voteand/or
the formof proxywhich said shareholdermayhave,whereappropriate,
sent to the company; the shareholder’s presence shall override any
other formof participationwhichhemayhavepreviously chosen. If the
shareholder is not present at themeeting, his power of attorney is only
taken intoconsiderationwithrespecttothevotescast inhisproxyvoting
form, ifonehasbeensubmitted.
Article9–DisclosureRequirements
n
Shares are freely tradable in the absence of any legal or regulatory
provisionstothecontrary.
n
Sharesaredeliveredbytransfer fromoneaccounttoanotheraccording
tothetermsandconditionsset forthbyregulations.
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Thecompany’ssharesare indivisible.
n
If a specificquantityof existing shares is required for a shareholder to
exerciserights,or ifexistingsharesareexchangedor issuedwhichgrant
the right toanewshare in return for the redemptionofseveralexisting
shares, any odd-lot shares or shares that fall short of the minimum
number requiredwillnotprovide shareholderswith rightsvis-à-vis the
company,as it isup to theshareholders togather the requirednumber
ofsharesand, ifpossible, tobuyorsell therequirednumberofshares.
n
Without prejudice to the provisions covered in article 356-1 of law
no. 66-537 of July 24, 1966, any personwho owns or acquires at least
3%of share capital either directly or indirectly, as set forthunder the
provisionsof saidarticle 356-1,must report the total number of shares
that heowns by recordeddeliverywith confirmationof receipt to the
company’s registered officewithin 15 days of this 3% thresholdbeing
exceeded.
Shareholders arealso required to inform the companywithin the same
timeperiodshouldtheirstakedipbelowtheaforementionedthresholds.
Intheeventthatbeneficialshareownership isnotreported inaccordance
with the aforementioned procedures, the shares that exceed the
reportingthresholdshallbedeprivedofvotingrightsforallShareholders’
Meetings held within a period of up to 3 months after the date the
declaration of beneficial ownership is finallymade in accordancewith
theproperprocedures, byoneormore shareholderswho jointlyownat
least5%ofsharecapital,as recorded in theminutesof theShareholders’
GeneralMeeting.
