Documents specifictotheAnnualGeneralMeeting
8
LISI 2014FINANCIALREPORT
I
153
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Decidesthattheacquiredshareswillbeusedas follows:
–– to increase theactivityof the stockon themarketbyan Investment
Services Provider via a liquidity contract in accordance with the
professional codeof ethics recognizedby theAMF (theFrench 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;
–– to cancel shares purchased, subject to the approval of the
Shareholders’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:
–– Thecompanymaynot repurchase itsownshares formore than€40,
not includingtransaction fees;
Thehighest figure that LISI S.A. wouldpay if it purchased shares at the
ceilingpricesetbytheShareholders’Meeting, i.e.€40, is€158,402,360.
Thisauthorization isvalid foraperiodof 18months from thedateof this
Shareholders’meeting.
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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
14
th
resolution – Power of the Board to issue shares in cash to a limit of
€2million(nominal+bonus);cancellationofpreemptivesubscriptionrights
The General Meeting, after having heard the report of the Board of
Directors and the special report of the Statutory Auditors, noting that
the share capital is fully paid, authorizes the Board of Directors, under
the provisions of Articles L225-19-6 and L225-138 et seq. of the French
Commercial Code and L.3332-225 et seq. of the French Labor Code, to
issue, inoneormore installments,newsharesforcash,reservedforgroup
employeesparticipating inthecompany'smutual fund.
The issuedsharesmustcorrespondtooneormorecapital increasestoan
overallmaximumof€2million, issuepremium included.
The period duringwhich the Board of Directors shall be authorized to
proceedwiththe issuanceof theseshares istwenty-sixmonths fromthis
date.
The General Meeting decides to waive preferential subscription rights
fornewshares tobe issued in favorof theemployeesparticipating in the
company'smutualfund,createdforthispurposeandgovernedbyArticle
20oftheLawofDecember23, 1988.
The General Meeting grants all powers to the Board of Directors to
implement thisauthorization,within the limitsandunder theconditions
specifiedabove, inparticularto:
–– setthesubscriptionpriceofthenewshares;
–– determine the amount of shares to be issued, the duration of the
subscriptionperiod, theeffectivedateof thenew shares, andmore
generallyall thetermsofeach issue;
–– confirm thecompletionof thecapital increasesup to theamountof
sharesthatwillbeactuallyapplied for;
–– proceedwiththe formalitiesandamendthebylawsaccordingly;
–– andgenerally, takeall necessary steps for the completionof capital
increases inaccordancewithapplicable lawsandregulations.
15
th
resolution-Formalities
The Shareholders’ General Meeting assigns all rights to the bearer of
anoriginal, a copyor extracts of theminutes of itsdeliberations for the
purpose of accomplishing all formalities, as well as all legally required
filingsandpublications.
