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117

INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

7

1.1.5 Dividend distribution policy for the past five years –

Dividend prescription period

The distributable profit is at the disposal of the Shareholders’ General

Meeting, which determines its allocation.

In the past five years, dividends paid out per share have been as

follows:

Net dividend in €

2011

1.30

2012

1.40

2013

1.70

2014*

0.37

2015

0.39

2016

0.45

2017

(1)

0.48

* Unit value of the dividend following the 5-stock split.

(1) Subject to the decision of the Ordinary General Meeting of April 24, 2018. The

dividend payment date was set at May 4, 2018.

The timeframe for paying dividends is nine months as of the year-end

date. Unclaimed dividends are waived to the State after a period of five

years counting from the payment date.

1.2

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SHARE BUYBACK PROGRAM

1.2.1 In place at December 31, 2017

On April 25, 2017, the Combined General Meeting authorized the

Company to repurchase up to 10% of its own shares in the open market

for a period of 18 months, i.e. up until October 25, 2018.

Thus, LISI S.A. plans to launch a stock repurchase program for the

following purposes, in decreasing order of importance:

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;

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.

The following terms apply to this authorization:

the Company may not repurchase its own shares for more than €60

per share, not including transaction fees.

The highest figure that LISI S.A. would pay if it purchased shares at

the ceiling price set by the Shareholders’ General Meeting, i.e. €60,

is €256,977,900.

Under the above-mentioned share repurchase program, LISI S.A.

acquired 597,181 treasury shares in 2017, i.e. 1.1% of the total number

of shares issued.

The transactions carried out by the Company on its own shares are

summarized in the table below:

Number

of shares

Average

weighted

price in €

Securities held at 1/1/2017

1,119,422

7.94

Shares acquired in 2017

597,181

37.81

Shares awarded in 2017

(139,146)

7.46

Shares disposed of in 2017

(600,570)

37.41

Securities held at 12/31/2017

976,887

8.11

Of which shares allocated

to remuneration in shares

957,598

Of which available shares

19,289

Shares have been purchased and sold within the scope of the market-

making contract with Oddo Corporate Finance. The market-making

contract complies with the ethical charter of the AFEI.

1.2.2 New share buyback program

The next Shareholders’ General Meeting will be offered to renew its

program to repurchase LISI S.A. shares, in accordance with the new

rules applicable since the entry into force of European Rules No.

2273/2003 of December 22, 2003. LISI S.A. offers to acquire a number

of shares representing up to 10%of the number of shares that make up

its capital stock, except for the acquisition of shares meant to be kept

and the delivery of shares against or as payment for external growth

operations, if applicable, whose total number will be limited to 5% of

the equity, i.e. 2,701,193 shares.

The duration of the stock repurchase program is set at 18 months.

The new stock repurchase programprovides that the stock purchased

will serve the following purposes, in decreasing order of importance:

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;

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.

The maximum purchase price may not exceed €60 per share.

The highest figure that LISI S.A. would pay if it purchased shares at

the ceiling price set by the Shareholders’ General Meeting, i.e. €60,

is €318,281,928.

Should derivative products be used, LISI S.A. will ensure that the price

of its shares is not made more volatile as a result.

LISI 2017 FINANCIAL REPORT