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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
1.3.1.4 Collective commitments to retain shares
“Dutreil” agreement (Article 885 I bis of the French General Tax Code)
regarding LISI S.A. securities.
Under Article 885 I bis of the French General Tax Code (“CGI”), a
commitment to retain shares was subscribed for a period of two years
and one day fromDecember 17, 2010 by Compagnie Industrielle de Delle
(“CID”), Mr. Gilles Kohler, Mr. Jean-Philippe Kohler and Mr. Emmanuel
Viellard. This commitment is renewed by tacit consent from one
year to another as of December 19, 2012. This commitment involves
29,645,625 shares and 59,289,245 LISI S.A. voting rights, broken down
as follows:
Shares
% capital
Voting rights
% voting rights
CID
29,643,620
55.0%
59,287,240
69.60%
Mr. Gilles Kohler
1,000
< 0.01%
1,000
< 0.01%
Mr. Jean-Philippe Kohler
5
< 0.01%
5
< 0.01%
Mr. Emmanuel Viellard
1,000
< 0.01%
1,000
< 0.01%
TOTAL
29,645,625
55.0%
59 289 245
69.60%
So as to be able to benefit from the tax break as regards Solidarity
Tax on Wealth, the Compagnie Industrielle de Delle, Mr. Gilles Kohler,
Mr. Jean-Philippe Kohler and Mr. Emmanuel Viellard have individually
made a commitment to keep their shares in LISI S.A. for a period of four
years, on the expiry of the two-year retention period stipulated in the
collective commitment.
“Jacob” agreement (article 787 B of the French General Tax Code)
regarding LISI S.A. securities.
Under Article 787 B of the French General Tax Code (“CGI”), a
commitment to retain shares was subscribed for a period of two
years and one day fromJuly 5, 2016 by Compagnie Industrielle de Delle
(“CID”), Mr. Gilles Kohler, Mr. Jean-Philippe Kohler and Mr. Emmanuel
Viellard. The termof this commitment is firmand will thereforemature
on July 4, 2018. This commitment involves 29,646,620 shares and
59,291,240 LISI S.A. voting rights, broken down as follows:
Shares
% capital
Voting rights
% voting rights
CID
29,643,620
55.0%
59,287,240
69.60%
Mr. Gilles Kohler
1,000
< 0.01%
1,000
< 0.01%
Mr. Jean-Philippe Kohler
1,000
< 0.01%
1,000
< 0.01%
Mr. Emmanuel Viellard
1,000
< 0.01%
1,000
< 0.01%
TOTAL
29,646,620
55.0%
59,291,240
69.60%
So as to be able to benefit fromthe tax break as regards inheritance and
gift tax, the Compagnie Industrielle de Delle, Mr. Gilles Kohler, Mr. Jean-
Philippe Kohler and Mr. Emmanuel Viellard have individually made a
commitment to keep their shares in LISI S.A. for a period of two years.
On the date of this document, these commitments made under
Article 885 I bis and Article 787 B of the French General Tax Code have
been kept.
It is also stated that CIKO holds 48,120 CID shares for a total value
amounting to 159,495 shares at December 31, 2017.
1.3.2 LISI S.A. shareholding
The latest TPI analysis (“Identifiable bearer security”), conducted on
February 13, 2017 enabled 4,174 shareholders to be identified.
Their breakdown is the following:
–
–
reference shareholders: 68.1% of the share capital;
–
–
floatingcapital:31.9%ofthesharecapitalofwhich31.4%corresponding
to 3,920 identified shareholders broken down as follows:
–
–
french institutional investors: 207 holding 11.6% of the share
capital;
–
–
international institutional investors: 61 holding 16.8%of the share
capital;
–
–
french and international individual shareholders: 3,652 holding
1.7% of the share capital;
–
–
“LISI en actions” Group Savings Plan (PEG): 1.3% of the share
capital (representing 2,260 members).
1.3.3 LISI S.A. treasury shares
As at December 31, 2017, LISI S.A. held 976,887 of its own shares, or
1.8% of the share capital. No shares were cancelled. These shares are
primarily intended to be used in the form of performance shares, as
described in paragraph 2.7.2.2.
1.4
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RELATIONSHIP BETWEEN THE COMPANY
AND ITS SUBSIDIARIES
LISI S.A. operates as a holding and support company for its
subsidiaries. It manages its portfolio of interests, the funding of its
operations and those of its subsidiaries, as well as exchange rate,
interest rate and liquidity risks. If necessary, it can also grant loans to
its subsidiaries and centralize the Group’s cash flow surpluses, within
the scope of a cash management agreement. These operations are
charged at the market price plus a margin.
LISI 2017 FINANCIAL REPORT