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LISI 2016 FINANCIAL REPORT

147

Dear Shareholders,

In our capacity as Auditors of your Company, we will now present out

report on regulated agreements and commitments.

It is our responsibility to inform you, based on the information provided

to us, of the essential features and conditions applicable to the

agreements and commitments of which we have been informed or

which we would have discovered in the context of our assignment,

and the evidence of their benefit for the Company, without having

to express an opinion as to their usefulness or appropriateness, nor

investigate the existence of other such agreements or commitments.

It is for you to assess the relevance involved in the conclusion of these

agreements and commitments prior to their approval, as per the terms

of Article R. 225-31 of the French Commercial Code.

Besides, it is up to us, if applicable, to provide you with the information

provided for in Article R. 225-31 of the French Commercial Code

regarding the enforcement, in the year elapsed, of the agreements and

commitments already approved by the Shareholders’ General Meeting.

We have implemented the due diligence measures deemed necessary

for thismission as outlined by France’s national audit regulatory body, the

Compagnie Nationale des Commissaires aux Comptes.

These diligence

measures consisted in checking the consistency of the information

given to us with the basic documents from which they derive.

Agreements and commitments subjected to the approval of the

Shareholders’ General Meeting

Agreements and commitments authorized during the past financial

year

Pursuant to Article L. 225-40 of the French Commercial Code, we were

advised of the following agreements and commitments which had prior

approval from your Board of Directors.

With the company Indraero Siren, a sub-subsidiary of LISI SA

Persons concerned: Patrick Daher, Chairman of the DAHER Group and

director of the LISI Group, and Lise Nobre, director of the DAHER Group

and Chairwoman and director of the LISI Group.

Nature and purpose

Sale of the “Floor Covering” aircraft interior design activity operated by

the company Indraero Siren to the Daher Group

Conditions

The following terms apply to this agreement:

date of the sale August 1, 2016

price of the sale: €13,500,000

Specific conditions (if guarantee or other clauses): none

Reasons for the Company’s interest in the agreement

Your Board justified this agreement/commitment as follows:

As part of this Business Group’s strategy, it was decided to withdraw

from activities which are not part of the group’s core business.

We inform you that we have not been informed of any agreement or

commitment already approved by the Shareholders’ General Meeting

whose implementation would have been continued during the period

elapsed.

3

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AUDITORS’ SPECIAL REPORT ON REGULATED CONVENTIONS

AND COMMITMENTS – FINANCIAL YEAR ENDED DECEMBER 31, 2016

Exincourt and Paris-La Défense, March 28, 2017

The Auditors

EXCO CAP AUDIT

ERNST & YOUNG et Autres

Philippe Pourcelot

Henri-Pierre Navas

Documents specific to the Shareholders General Meeting

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