compensationdueor awarded for the year endedDecember 31, 2013 to
Mr. Emmanuel Viellard,DeputyChief ExecutiveOfficer, aspresented in
theAnnualReport.
14
th
resolution–Share repurchaseprogram
Having listened to the reading of the Board of Directors’ report
and reviewed the data contained in the program description, the
Shareholders’GeneralMeeting:
n
cancelsthepurchaseauthorizationgivenonApril25,2013:
n
Gives its authorization, inaccordancewithArticles L225-209 et seq. of
theFrenchCommercialCode, to theBoardofDirectors, toproceed,by
whatevermeans itdeemsappropriate, totherepurchaseofownshares,
representingup 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 growthoperationswhose totalwill be limited to
5%ofthesharecapitalor539,324shares;
n
Decidesthattheacquiredshareswillbeusedas follows:
–to increase theactivityof the stockon themarket byan Investment
Services Provider via a liquidity contract in accordance with the
professional codeof ethics recognizedby theAMF (the French stock
marketauthority;
–to grant stock options or free shares to employees and corporate
officersofthecompanyand/or itsGroup;
–to retain and use shares as consideration or payment for potential
acquisitions;
–tocancelsharespurchased,subjecttotheapprovaloftheShareholders’
ExtraordinaryMeetingtobecalledata laterdate.
Shares can be acquired or sold by any means and at any time, in
accordancewith the regulations in force, onoroff themarket, including
throughtheuseofderivativestradedonaregulatedmarketorbyprivate
contract.
The company undertakes to remain constantlywithin the limits set by
ArticleL225-209oftheCommercialCode.
The followingtermsapplytothisauthorization:
–Thecompanymaynotrepurchase itsownsharesformorethan€200,
not includingtransaction fees;
Thehighest figure that LISI S.A. wouldpay if it purchased shares at the
ceilingpricesetbytheShareholders’Meeting, i.e.€200, is€154,867,000.
Thisauthorization isvalid foraperiodof 18months from thedateof this
Shareholders’meeting.
n
assigns full powers to the Board of Directors, whichmay choose to
delegate them, within the limitations detailed above, to put in stock
market orders, tonegotiate agreements in the aimof carryingout all
formalitiesandalldeclarationstoallorganizations,tocarryoutallother
formalitiesand,asageneral rule, todoall that isnecessary.
UNDERTHEAUTHORITYOFTHEEXTRAORDINARYGENERALMEETING
15
th
resolution -Change in thedirectors' termsofoffice
TheGeneralMeeting, havingheard the reportof theBoardofDirectors,
decidedto limitthetermofofficeofdirectorsto fouryears fromthatday
andconsequentlytoamendArticle10ofthebylawsas follows:
Article 10 –BoardofDirectors
1° - Composition
The company is managed by a board of directors composed of at least three
membersandatthemostof themaximumnumberofmembersallowedby law,
appointedbythegeneralmeetingofshareholders,whomayberemovedby it.
Eachdirectormustownat leastoneshareforhistermofoffice.
Thedirectors' termofoffice isfouryears.Theycanbere-elected.
According to the law, thenumberofdirectorsover theageof70maynotexceed
onethirdofthedirectors inoffice.
TheremainderoftheArticleremainsunchanged.
16
th
resolution -Divisionof thenominal valueof theshares
TheGeneralMeeting, havingheard the reportof theBoardofDirectors,
decidestoreducethenominalvalueofeachshare fromTWO (2)eurosto
FORTY (40)Cents.
Are created FIFTY THREE MILLION NINE HUNDRED THIRTY TWO
THOUSAND FOUR HUNDRED SEVENTY (53,932,470) shares with a
nominal value of 40 cents in lieu of TENMILLION SEVENHUNDRED
EIGHTY SIX THOUSAND FOUR HUNDREDNINETY FOUR (10,786,494)
existingshares.
5new shareswithanominal valueof €0.40will beexchangedagainst 1
old sharewithanominal valueof €2. Thenewly issued shares resulting
from thestocksplitwouldconferon theirholders thesame rightsas the
oldshares issueduponexchange.
Accordingly, the General Meeting resolves to amend Article 6 of the
by-lawsas follows:
LISI FINANCIALREPORT2013 I
137
DOCUMENTSSPECIFICTOTHEANNUALGENERALMEETING
8
