13 / 168
13
2011
The Group continues the movement to strengthen and build its position
in strategic markets started in 2010. The year 2011 was marked by the
following transactions:
– LISI COSMETICS was deconsolidated on January 1, 2011 following the
sale completed as at April 6, 2011;
– the Creuzet group was purchased and consolidated as of July 1, 2011.
2012
On May 29, LISI AUTOMOTIVE sold its subsidiary KNIPPING
UMFORMTECHNIK Gmbh to Gris Invest SAS.
Merger of Indraero Morocco and Creuzet Morocco.
2014
Mainly specializing in the forging of metal parts for aerospace
applications, the MANOIR AEROSPACE group has been consolidated
since June 5, 2014 into LISI AEROSPACE with the aim of strengthening
the Structural Components armwith the integration of complementary
technologies.
To a lesser extent, one should note in June 2014, the acquisition of 100%
of the control LISI AUTOMOTIVE Shanghai, of which a Chinese partner
held 25% previously.
2015
At its meeting on October 21, 2015, the Board of Directors voted to adopt
a new structure for its governing bodies that separates the positions of
Chairman of theBoard of Directors and CEO. Thus, as fromMarch 1, 2016:
– Mr. Gilles Kohler, previously the Chairman and CEO of the company,
remains the non-executive Chairman of the Board of Directors.
Mr. Emmanuel Viellard, previously Deputy Chairman & CEO, is now in
charge of the Group’s senior management.
– On December 17, 2015, the LISI Group signed an agreement with
POLY-SHAPE to create a joint subsidiary, LISI AEROSPACE ADDITIVE
MANUFACTURING, of which 60% will be held by LISI AEROSPACE and
40%willbeheldbyPOLY-SHAPE.Thiscompanycombinestheexclusive
know-how of the two partners in order to establish a leader in the
design and manufacture of mechanical parts for aeronautic and space
applications using 3D printing.
2016
On April 11, 2016, the LISI Group acquired 100% of the Remmele Medical
Operationssecurities.ThiscompanywasacquiredbyHi-ShearCorporation,
awholly owned subsidiary of LISI AEROSPACE.
During financial year 2016, the Group increased its equity interests in its
subsidiary ANKIT Fasteners Pvt Ltd, enabling it to hold 51% of the share
capital.
2017
On October 31, 2017 the LISI Group bought 51% of the shares of TERMAX.
This company was acquired by LISI Holding North America, a wholly
ownedsubsidiaryoftheLISIGroup.LISIHoldingNorthAmericapromised
to repurchase the remaining 49%of the shares by March 31, 2021.
6.3
I
COMPANY NAME – HEAD OFFICE AND LEGISLATION
Company name and head office
LISI S.A. – 6 rue Juvénal Viellard – CS70431 GRANDVILLARS
- 90008 BELFORT Cedex
Legal form of the issuer and applicable legislation
“Société Anonyme”
(public limited company) governed by French
legislation.
Place and number of registration
■■
R.C.S.: BELFORT 536 820 269
■■
NAF Code: 7010 Z
6.4
I
INCORPORATION AND TERM –
ARTICLES OF ASSOCIATION
Incorporation and term
The company was set up on July 5, 1968. Its term expires on July 4, 2067,
excepting early dissolution or renewal.
Purpose
According to article 2 of the by-laws, the company’s purpose is:
■■
the acquisition of equity interests in all types of companies, including
commercial, manufacturing, financial, securities and property
development companies;
■■
the manufacture, purchase and sale of all items, especially those
relating to screws, nuts and bolts, forging, lathing andmachine tooling
and building;
■■
where necessary, all transactions relating to themachine industry and
sale of related products;
■■
the direct or indirect participation in all transactions or business
matters that could have an impact on said business purpose or which
could help further the interests of the corporation, by any means,
including the creation of new companies, subscription contribution,
the purchase of shares and rights, etc.;
■■
and more generally, all commercial, securities and real estate
transactions, be they directly or indirectly related to the business
purpose or likely to facilitate its expansion or growth.
Financial Year
The company’s accounting period begins on January 1 and ends on
December 31 of each year.
Specific statutory clauses
Article 17 – Distribution of earnings
■■
Out of the distributable profit, all amounts the Shareholders’ General
Meeting shall decide to carry forward to the next year or allocate to
the creation of extraordinary, contingency, or other funds, with or
without a special allocation. The remainder is distributed between the
shareholders, in proportion to the share capital held.
■■
Each shareholder may be granted the option of receiving payment in
cash or in shares under the terms provided for by law, for all or part of
the dividend or the advance on the dividend distributed.
LISI 2017 FINANCIAL REPORT
GENERAL INFORMATION REGARDING THE COMPANY
1