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LISI 2016 FINANCIAL REPORT
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Each shareholder may be granted the option of receiving payment
in cash or in shares under the terms provided for by law, for all or
part of the dividend or the advance on the dividend distributed.
Article 15-1 to 15-5 – Shareholders’ General Meetings
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Shareholders’ General Meetings are held and deliberate in
accordance with the applicable legal provisions. They meet at the
head office or at any other location specified in the meeting notice.
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The Shareholders’ General Meeting is composed of all the
shareholders, regardless of the number of shares they own,
provided that the shares are fully paid-up. The right to attend in
person or to be represented by proxy is subject:
1. for registered shareholders, to the registration of their shares in a
pure or administered personal account at least five days before
the date of the Meeting;
2. for holders of bearer shares, if any exist, to the submission
within the same period of time, of a certificate established by the
authorized proxy acknowledging the unavailability of the shares
registered in the account until the date of the Meeting.
However, the Board of Directors may, as a general rule, reduce or
waive this time period.
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The Meetings are chaired by the Chairman of the Board of Directors
or, in his absence, by the oldest Deputy Chairman, or in the absence
of a Deputy Chairman, by the most senior director present at the
Meeting. Failing this, the Meeting will elect its Chairman.
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Barring any legal or regulatory measures to the contrary, each
member of the Shareholders’ General Meeting is entitled to as
many share votes as he owns or represents, both in his own name
and as a proxy, without limitation. However, certain shares have
double the voting rights of other shares in view of the proportion of
share capital they represent, namely:
1. all fully paid-up shares registered in the name of the same
shareholder for at least four (4) years;
2. all shares allocated free of charge to shareholders as part of
a capital increase carried out through the incorporation of
reserves, profits or issue premiums, up to the number of existing
shares for which they are entitled to such double voting rights.
Double-voting rights cease to apply once the shares change
hands. However, the aforementioned time period is not
interrupted and double voting rights still apply in the event
that transfers occur as a result of inheritance, liquidation of
community property between spouses or donations inter vivos
to a partner or family relation who is entitled to inheritance rights.
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In the event that shareholders vote by proxy, only those proxy votes
that have arrived at the company at least three days prior to the
date of the Shareholders’ General Meeting will be counted.
Moreover, the attendance of a shareholder at the Shareholders’
General Meeting shall consequently render null and void the
postal vote and/or the form of proxy which said shareholder may
have, where appropriate, sent to the company; the shareholder’s
presence shall override any other form of participation which he
may have previously chosen. If the shareholder is not present at the
meeting, his power of attorney is only taken into consideration with
respect to the votes cast in his proxy voting form, if one has been
submitted.
Article 9 – Disclosure requirements
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Shares are freely tradable in the absence of any legal or regulatory
provisions to the contrary.
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Shares are delivered by transfer from one account to another
pursuant to the terms and conditions set forth by regulations.
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The company’s shares are indivisible.
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If a specific quantity of existing shares is required for a shareholder
to exercise rights, or if existing shares are exchanged or issued
which grant the right to a new share in return for the redemption of
several existing shares, any odd-lot shares or shares that fall short
of the minimum number required will not provide shareholders
with rights vis-à-vis the company, as it is up to the shareholders to
gather the required number of shares and, if possible, to buy or sell
the required number of shares.
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Without prejudice to the provisions covered in Article 356-1 of Law
no. 66-537 of July 24, 1966, any person who owns or acquires
at least 3% of share capital either directly or indirectly, as set
forth under the provisions of said Article 356-1, must report the
total number of shares that he owns by recorded delivery with
confirmation of receipt to the company’s registered office within
15 days of this 3% threshold being exceeded.
Shareholders are also required to inform the company within the
same time period should their stake dip below the aforementioned
thresholds.
In the event that beneficial share ownership is not reported in
accordance with the aforementioned procedures, the shares that
exceed the reporting threshold shall be deprived of voting rights for
all Shareholders’ Meetings held within a period of up to three months
after the date the declaration of beneficial ownership is finally made in
accordance with the proper procedures, by one or more shareholders
who jointly own at least 5% of share capital, as recorded in the
minutes of the Shareholders’ General Meeting.
6.5
I
CONSULTATION OF CORPORATE
DOCUMENTS
The corporate documents pertaining to LISI S.A. (by-laws,
Shareholders’ General Meeting reports, Auditors’ reports and all
documents available to shareholders) can be viewed upon request
at the corporation’s head office at the following address: Société LISI
S.A., Le Millenium, 18 rue Albert Camus, CS 70431, 90008 BELFORT
Cedex.
General information regarding the company
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