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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
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LISI 2015 FINANCIAL REPORT
Financial year ending
Dividend paid eligible for
the 40% abatement
December 31, 2012*
€0.28
December 31, 2013*
€0.34
December 31, 2014
€0.37
*after the 1:5 stock split
Sixth resolution - Determination of directors’ fees
The Shareholders’ General Meeting sets the maximum annual
amount of directors’ fees to be divided among the directors to
€300,000.
This amount will remain in effect as of the year 2016 and until
otherwise determined by the Shareholders’ General Meeting.
Seventh resolution - Opinion regarding the remuneration paid to the
Chairman and CEO for the year ended December 31, 2015
The Shareholders’ General Meeting, consulted under the
recommendation of §24.3 of the AFEP-MEDEF corporate
governance code, which constitutes the Company's code
of reference referred to in Article L. 225-37 of the French
Commercial Code, issues a favorable opinion regarding the
remuneration due or awarded for the year ended December 31,
2015 to Gilles Kohler, Chairman and Chief Executive Officer, as
presented in the Annual Report.
Eighth resolution - Opinion regarding the remuneration paid to the
Vice-Chairman & Deputy Chief Executive Officer for the year ended
December 31, 2015
The Shareholders’ General Meeting, consulted under the
recommendation of §24.3 of the AFEP-MEDEF corporate
governance code, which constitutes the Company's code
of reference referred to in Article L. 225-37 of the French
Commercial Code, issues a favorable opinion regarding the
remuneration due or awarded for the year ended December 31,
2015 to Emmanuel Viellard, Vice-Chairman and Deputy Chief
Executive Officer, as presented in the Annual Report.
Ninth resolution – Share repurchase program
Having listened to the reading of the Board of Directors’ report
and reviewed the data contained in the program description,
the Shareholders’ General Meeting:
■■
cancels the purchase authorization given on April 22, 2015;
■■
gives its authorization, in accordance with Articles L. 225-
209 et seq. of the French Commercial Code, to the Board
of Directors, to proceed, by whatever means it deems
appropriate, to the repurchase of own shares, representing
up to 10% of the Company’s share capital, corresponding
to 5,402,387 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 growth operations
whose total will be limited to 5% of the share capital or
2,701,193 shares;
■■
decides that the acquired shares will be used as follows:
–– 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.
Shares can be acquired or sold by any means and at any time, in
accordance with the regulations in force, on or off the market,
including through the use of derivatives traded on a regulated
market or by private contract.
The Company undertakes to remain constantly within the
limits set by Article L. 225-209 of the French Commercial Code.
The following terms apply to this authorization:
–– ➢
the Company may not repurchase its own shares for more
than €40, 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 €166,765,400.
This authorization is valid for a period of 18 months from the
date of this Shareholders’ General Meeting.
■■
assigns full powers to the Board of Directors, which may
choose to delegate them, within the limitations detailed
above, to put in stock market orders, to negotiate agreements
in the aim of carrying out all formalities and all declarations
to all organizations, to carry out all other formalities and, as a
general rule, to do all that is necessary.
Tenth resolution - Formalities
The Shareholders’ General Meeting assigns all rights to the
bearer of an original, a copy or extracts of the minutes of its
deliberations for the purpose of accomplishing all formalities,
as well as all legally required filings and publications.