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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

117

LISI 2015 FINANCIAL REPORT

1.1.3 Share capital authorized but not issued

On April 22, 2015, the Extraordinary General Meeting

authorized the Board of Directors to issue, in one or more

installments, newshares for cash, reserved for groupemployees

participating in the Company's mutual fund, up to an overall

maximum amount of €2,000,000 including issue premiums,

within a period of 26 months from the date of this Meeting.

1.1.4 Potential capital securities

At December 31, 2015, there are no warrants providing access

to capital.

1.1.5 Dividend distribution policy for the past five years –

Dividend prescription period

The distributable profit is at the disposal of the Shareholders’

General Meeting, which determines its allocation.

In the past five years, dividends paid out per share have been

as follows:

Net dividend in €

2010

1.05

2011

1.30

2012

1.40

2013

1.70

2014

*

0.37

2015

(1)

0.39

(1) Subject to the decision of the Ordinary Shareholders’ General Meeting of

April 27, 2016. The dividend payment date was set at May 9, 2016.

* Unit value of the dividend following the 5 stock split.

The timeframe for paying dividends is nine months as of the

year-end date. Unclaimed dividends are waived to the State

after a period of five years beginning of the payment date.

1.2

/

SHARE REPURCHASE PROGRAM

1.2.1 In place at December 31, 2015

On April 22, 2015, the Combined General Meeting authorized

the Company to repurchase up to 10% of its own shares in the

open market for a period of 18 months, i.e. up until October 22,

2016.

Thus, LISI S.A. plans to launch a stock repurchase program for

the following purposes, in decreasing order of importance:

■■

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 AMF (the French Stock Market Authority);

■■

to grant stock options or free shares to employees and

corporate officers of the company and/or its Group;

■■

to retain and use shares as consideration or payment for

potential acquisitions;

■■

to cancel shares purchased, subject to the approval of the

Extraordinary General Meeting to be called at a later date.

The following terms apply to this authorization:

■■

The Company may not repurchase its own shares for more

than €40 per share, 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’ General

Meeting, i.e. €40, is €158,402,360.

Under the above-mentioned share repurchase program, LISI

S.A. acquired 370,210 treasury shares in 2015, i.e. 0.7% of the

total number of shares issued. The number of own shares held

by LISI S.A. stands at 1,233,252.

The transactions carried out by the Company on its own shares

are summarized in the table below:

Number of

shares

Average

weighted

price in €

Shares held at 01/01/2015

1,442,328

7.94

Shares acquired in 2015

370,210

24.99

Shares awarded in 2015

(187,792)

7.46

Shares disposed of in 2015

(391,494)

24.40

Shares held at 12/31/2015

1,233,252

7.91

Of which shares allocated to

remuneration in shares

1,200,638

Of which available shares

32,614

Shares have been purchased and sold within the scope of the

market-making contract with Oddo Corporate Finance. The

market-making contract complies with the ethical charter of

the AFEI.