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LISI 2016 FINANCIAL REPORT
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Sixth resolution – Renewal of a director’s term of office
The Board of Directors, on a proposal by the Shareholders’ General
Meeting, renews the term of office of Pascal Lebard for a period of
four years which shall expire following the Ordinary General Meeting
to approve the financial statements for the financial year ending on
December 31, 2020.
Seventh resolution – Appointment of a new female director
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, decides to appoint as director:
Emmanuelle Gautier
Residing at 31 rue de Fontenay – 92330 SCEAUX
in addition to the members currently in office, for a period of four
years, which shall expire following the Ordinary General Meeting to
approve the financial statements for the financial year ending on
December 31, 2020.
Eighth resolution – Change of a regular Auditor
The Shareholders’ General Meeting duly notes that the Cabinet EXCO
CAPAUDIT, with its head office at 2 rue Emile Zingg - 25400 EXINCOURT,
has indicated that it does not wish its mandate as regular Auditor to be
renewed and appoints for a period of six years to expire at the Ordinary
General Meeting to approve the financial statements for the financial
year ending on December 31, 2022:
The Cabinet EXCO et Associés
With head office at 42 Avenue de la Grande Armée – 75017 PARIS
Ninth resolution – Renewal of the mandate of a regular Auditor
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the mandate of Cabinet ERNST & YOUNG et Autres
as regular Auditor, for a period of six financial years to expire at the
Ordinary General Meeting to approve the financial statements for the
financial year ending on December 31, 2022.
Tenth resolution – Non renewal of the mandate of an alternate Auditor
After having noted that the mandate of the alternate Auditor, Philippe
Auchet, has expired with this general meeting, and that, pursuant to
the provisions of Article L823-1 of the French Commercial Code, this
appointment is only mandatory if the regular Auditor is a natural person
or a one-person company, the Shareholders’ General Meeting, decides
not to renew the mandate of Philippe Auchet and not to replace him,
as the legal conditions for appointment are not met.
Eleventh resolution – No renewal of the mandate of an Alternate
Auditor
After having noted that the mandate of the Alternate Auditor,
the Cabinet AUDITEX has expired with this general meeting, and
that, pursuant to the provisions of Article L823-1 of the French
Commercial Code, this appointment is only mandatory if the
Regular Auditor is a natural person or a one-person company, the
Shareholders’ General Meeting, decides not to renew the mandate
of the Cabinet AUDITEX and not to replace it, as the legal conditions
for appointment are not met.
Twelfth resolution – 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
Shareholders’ General Meeting, pursuant to the provisions of Article
L225-37-2 of the French Commercial Code, approves the principles and
criteria for the determination, breakdown and allocation of the fixed,
variable and long-term components comprising the total compensation
and benefits in kind of Gilles Kohler in his capacity as Chairman of
the Board of Directors, as described in the report appended to the
management report prepared by the Board of Directors and presenting
this draft resolution.
Thirteenth resolution – Approval of the principles and criteria for
the determination, breakdown and allocation of the components of
the compensation of the CEO
Shareholders’ General Meeting, pursuant to the provisions of Article
L225-37-2 of the French Commercial Code, approves the principles
and criteria for the determination, breakdown and allocation of the
fixed, variable and long-term components comprising the total
compensation and benefits in kind paid and allocated to Emmanuel
Viellard in his capacity as CEO, as described in the report appended
to the management report prepared by the Board of Directors and
presenting this draft resolution.
Fourteenth resolution – Approval of the principles and criteria for
the determination, breakdown and allocation of the components of
the compensation of the Deputy CEO
The Shareholders’ General Meeting, pursuant to the provisions of Article
L225-37-2 of the French Commercial Code, approves the principles and
criteria for the determination, breakdown and allocation of the fixed,
variable and long-term components making up the total compensation
and benefits in kind paid and allocated to Jean-Philippe Kohler in his
capacity as Deputy CEO, as described in the report appended to the
management report prepared by the Board of Directors and presenting
this draft resolution.
Fifteenth resolution – Share buyback 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 27, 2016.
■■
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 buy back its
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.
Documents specific to the Shareholders General Meeting
8