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152

LISI 2016 FINANCIAL REPORT

ORDINARY GENERAL MEETING OF APRIL 25, 2017

of the competence of the Ordinary Shareholders’

General Meeting:

review and approval of the annual financial statements for the period

ended December 31, 2016;

approval of consolidated financial statements for the period ended

December 31, 2016;

approval of the conventions covered by Articles L. 225-38

et seq

. of

the French Commercial Code;

discharge to the Directors and Auditors;

appropriation of earnings;

appointment of a new female director;

renewal of a director’s term of office;

renewal of the mandate of the regular Auditors’ mandate;

change of a regular Auditor;

non renewal of the mandate of the alternate Auditors;

approval of the principles and criteria for the determination,

breakdown and allocation of the components of the compensation

of the Chairman of the Board of Directors;

approval of the principles and criteria for the determination,

breakdown and allocation of the components of the compensation

of the CEO;

approval of the principles and criteria for the determination,

breakdown and allocation of the components of the compensation

of the Deputy CEO;

authorization for the Company to repurchase its own shares;

of the competence of the extraordinary Shareholders’

General Meeting:

authorization for the Board of Directors to issue shares for cash up

to a limit of €2 million (nominal + premium); without any preferential

subscription right;

powers;

miscellaneous questions.

DRAFT RESOLUTIONS

First resolution – Approval of corporate financial statements

Having listened to the reading of the Board of Directors’ report and the

Auditors’ general report, the Shareholders’ General Meeting approves

the annual financial statements established as at December 31,

2016, as they are presented, with profits of €33,033,189 as well as

the transactions described in these financial statements that are

summarized in these reports.

In particular, the Shareholders’ General Meeting approves the spending

carried out over the last year in relation to the transactions covered

by Article 39-4 of the French General Tax Code, which amounts to a

total of €24,818.

Second resolution – Approval of consolidated financial statements

Having listened to the reading of Board of Directors’ report and the

Auditors’ general report, the Shareholders’ General Meeting approves,

as they are presented, the consolidated financial statements set out

in accordance with Article L. 233-16

et seq

. of the French Commercial

Code as at December 31, 2016, showing profits of €107,008,224.

Third Resolution – Approval of the conventions covered by Article

L. 225-38 of the French Commercial Code

Having listened to the reading of the Auditors’ special report on the

conventions covered by Articles L. 225-38 of the French Commercial

Code, the Shareholders’ General Meeting approves the sections

indicated in this report.

Fourth resolution – Discharge to the Directors

The Shareholders’ General Meeting gives full discharge to the Directors

for their work for the financial year 2016, and to the Auditors for their

term of office.

Fifth resolution – Earnings appropriation

Acting on the proposal of the Board of Directors, the Shareholders’

General Meeting has decided to allocate last year’s profits as follows:

profits for the financial year of

€33,022,189

plus retained earnings in the amount of

€77,857,312

To give a total of

€110,879,501

constituting the distributable profit, which the Board of Directors

proposes to allocate as follows:

as dividends to shareholders

€0.45

per share,

i.e. the sum of

€24,310,744

to be paid on May 9, 2017

remainder to be carried forward, for a total of

€86,568,757

it being understood that this amount will be increased

by the sum of the dividends payable on the shares owned

by the Company as of the ex-dividend date.

The dividend for each share amounts to €0.45. The portion of the

dividend eligible for a tax rebate of 40% under Article 158-3-2° of the

French General Tax Code is €0.45.

In addition, the Shareholders’ General Meeting acknowledges that it

has been apprised that the dividend payouts per share for the last

three years were as follows:

FINANCIAL YEAR ENDING

Dividend paid eligible for

the 40% abatement

31 décembre 2013* 

€0.34

31 décembre 2014

€0.37

31 décembre 2015

€0.39

* after the 1:5 stock split

7

I

DRAFT RESOLUTIONS

Documents specific to the Shareholders General Meeting

8