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LISI 2016 FINANCIAL REPORT
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decides that the acquired shares will be used as follows:
–
–
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;
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–
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.
Shares can be acquired or sold by any means and at any time, in
accordance with the regulations in force, on or off the market, including
through the use of derivatives traded on a regulated market or by
private contract.
The Company undertakes to remain constantly within the limits set by
Article L. 225-209 of the French Commercial Code.
The following terms apply to this authorization:
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–
the Company may not repurchase its own shares for more than
€60
,
not including transaction fees.
The highest figure that LISI SA would pay if it purchased shares at
the ceiling price set by the Shareholders’ General Meeting, i.e. €60 is
€256,977,900.
This authorization is valid for a period of 18 months from the date of
this Shareholders’ General Meeting.
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Assigns full powers to the Board of Directors, which may choose to
delegate them, within the limitations detailed above, to put in stock
market orders, to negotiate agreements in the aim of carrying out
all formalities and all declarations to all organizations, to carry out
all other formalities and, as a general rule, to do all that is necessary.
OF THE COMPETENCE OF THE EXTRAORDINARY
SHAREHOLDERS’ GENERAL MEETING
Sixteenth resolution – 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
The Shareholders’ General Meeting, after having listened to the reading
of the Board of Directors’ report and the Auditors’ special report, noting
that the capital stock is fully paid up, authorizes the Board of Directors,
pursuant to the provisions of Articles L225-19-6 and L225-138
et seq
.
of the French Commercial Code and L3332-18
et seq
. of the French
Labor Code, to issue new shares for cash, in one or more installments,
when it alone decides, reserved for Group employees members of the
Company’s mutual fund.
The shares issued should correspond to one or more capital increases
for a maximum overall amount of €2,000,000, including the issue
premium.
The period during which the Board of Directors shall be authorized to
issue these shares is twenty-six months as of this day.
The Shareholders’ General Meeting decides that there shall be no
shareholders’ preferential subscription right to new shares to be
reserved for employees members of the Company’s mutual fund,
created for this purpose and governed by Article 20 of the Act of
December 23, 1988.
The Shareholders’ General Meeting grants all powers to the Board of
Directors to implement this authorization, within the limits and under
the conditions set forth above, in particular, to:
–
–
determine the price of the new stock options;
–
–
decide on the amount of shares to be issued, the duration of the
subscription period, the date of entitlement to dividends of the new
shares and, more generally, all the conditions of each issue;
–
–
record the completion of each capital increase for the amount of the
shares which shall be actually subscribed;
–
–
carry out the required formalities and to make the consequential
amendments to the bylaws;
–
–
and, in general, take all steps to carry out the share capital increase
under the conditions laid down in the provisions of the law and the
regulations.
Seventeenth resolution – Formalities
The Shareholders’ General Meeting assigns all rights to the bearer of
an original, a copy or extracts of the minutes of its deliberations for the
purpose of accomplishing all formalities, as well as all legally required
filings and publications.
A) Formalities to be accomplished in order to participate in the
Shareholders’ General Meeting
The Shareholders’ General Meeting is composed of all the shareholders,
regardless of the number of shares they own.
Any shareholder may be represented by proxy at the Shareholders’
General Meeting by another shareholder, by his/her spouse or partner
with whom he/she has signed a civil solidarity pact. He/she can also
be represented by any other natural person or legal entity of his/her
choice (Article L.225-106 of the French Commercial Code).
Pursuant to Article R.225-85 of the French Commercial Code, the
right to participate in a Shareholders’ General Meeting is justified by
the registration of the securities in the name of the shareholder or his/
her registered intermediary (in accordance with the seventh paragraph
of Article L.228-1 of the French Commercial Code), on the second
day preceding the General Meeting at midnight, Paris time, either
in the accounts of registered securities kept by the company (or its
representative) or in the accounts of bearer securities kept by the duly
authorized intermediary.
The registration of the securities in the accounts of bearer securities
kept by the financial intermediaries is recorded by a participation
Documents specific to the Shareholders General Meeting
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