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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

137

LISI 2015 FINANCIAL REPORT

As far as the corporate officers are concerned, the Board of

Directors decided:

1) In order to receive at maturity all or part of the performance

shares to which they are entitled, each of the corporate

officer directors shall, at the end of the acquisition period,

acquire 650 Company shares (corresponding to 130 shares

before the stock split).

2) Corporate officers must keep in registered form 650 shares

that have been allocated to them for free, up until the

termination of their duties (corresponding to 130 shares

before the division of the nominal share value).

50 employees outside of France will benefit frombonuses based

on the principles and conditions, but in the form of pay and

salaries.

2014 plan:

On October 23, 2014, on the proposal of the Compensation

Committee, and under the authorization of the Shareholders’

General Meeting of April 23, 2014, LISI's Board of Directors

decided to award performance shares to the members of

the Executive Committee and to the members of the main

Management Committees of the LISI Group's three divisions,

subject to the achievement of all or part of the following

performance criteria: Net Asset Value (NAV) of at least €1,100

million at December 31, 2016. If the Net Asset Value is between

€1,100million and €1,365 million, the shares would be allocated

in part. If the Net Asset Value is higher than €1,365 million,

the shares would be allocated in full. The maximum allocated

number of shares is 173,250 shares and concerns 165 employees

in France.

The plan also stipulates that shares thus allocated shall be held

for two years, during which period they may not be sold on.

As far as the corporate officers are concerned, the Board of

Directors decided:

1) In order to receive at maturity all or part of the performance

shares to which they are entitled, each of the corporate

officer directors shall, at the end of the acquisition period,

acquire 600 Company shares.

2) The corporate officer directors shall retain 600 of any free

shares which may have been allocated to them registered

in their own name, and until the termination of their

employment.

52 employees outside of France will benefit frombonuses based

on the principles and conditions, but in the form of pay and

salaries.

2015 plan:

On December 17, 2015, on the proposal of the Compensation

Committee, and under the authorization of the Extraordinary

General Meeting of December 1

st

, 2015, LISI's Board of Directors

decided to award performance shares to the members of

the Executive Committee and to the members of the main

Management Committees of the LISI Group's three divisions,

subject to the achievement of all or part of the following

performance criteria: Net Asset Value (NAV) of at least

€1,147 million at December 31, 2017. If the Net Asset Value is

between €1,147 million and €1,610 million, the shares would

be allocated in part. If the Net Asset Value is higher than

€1,610 million, the shares would be allocated in full. The

maximum allocated number of shares is 137,770 shares and

concerns 207 employees in France.

As far as the corporate officers are concerned, the Board of

Directors decided:

1) In order to receive at maturity all or part of the performance

shares to which they are entitled, each of the corporate

officer directors shall, at the end of the acquisition period,

acquire 600 Company shares.

2) The corporate officer directors shall retain 500 of any free

shares which may have been allocated to them registered

in their own name, and until the termination of their

employment.

52 employees outside of France will benefit from bonuses based

on the principles and conditions, but in the form of pay and

salaries.

c) Information on the award of performance shares as at

December 31, 2015

The following table details the award of performance shares

outstanding as at December 31, 2015:

Number

Options outstanding at year start

572,725

Options allocated during the period

142,800

Options cancelled during the period

-56,308

Options exercised during the year

-187,792

Options that reached maturity during

the period

0

Options outstanding at year end

471,425

Options granted to date were taken from treasury shares

without giving rise to the issue of new shares.