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LISI 2016 FINANCIAL REPORT

111

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 counting from the payment date.

1.2

I

SHARE BUYBACK PROGRAM

1.2.1

I

In place at December 31, 2016

On April 27, 2016, 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 27, 2017.

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

financial 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

€171,318,600.

Under the above-mentioned share repurchase program, LISI S.A.

acquired 290,013 treasury shares in 2016, i.e. 0.5% of the total number

of shares issued.

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 01/01/2016

1,233,252

7.94

Shares acquired in 2016

290,013

24.62

Shares awarded in 2016

(103,894)

7.46

Shares disposed of in 2016

(299,949)

24.23

Securities held at 12/31/2016

1,119,422

7.94

Of which shares allocated

to remuneration in shares

1,096,744

Of which available shares

22,678

1.2.2

I

New share buyback program

The next Shareholders’ General Meeting will be offered to renew

its program to repurchase LISI S.A. shares, in accordance with the

new rules applicable since the entry into force of European Rules

No. 2273/2003 of December 22, 2003. LISI S.A. offers to acquire a

number of shares representing up to 10% of the number of shares that

make up its capital stock, except for the acquisition of shares meant to

be kept and the delivery of shares against or as payment for external

growth operations, if applicable, whose total number will be limited to

5% of the equity, i.e. 2,701,193 shares.

The duration of the stock repurchase program is set at 18 months.

The new stock repurchase program provides that the stock purchased

will serve 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

financial 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 maximum purchase price may not exceed €60 per share.

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. €60,  is

€256,977,900. 

Should derivative products be used, LISI S.A. will ensure that the price

of its shares is not made more volatile as a result.

Information regarding the company and corporate governance

7