14 / 168
14
Article 15-1 to 15-5 – Shareholders’ General Meetings
■■
Shareholders’ General Meetings are held and deliberate in accordance
with the applicable legal provisions. They meet at the head office or at
any other location specified in themeeting notice.
■■
TheShareholders’GeneralMeeting iscomposedofalltheshareholders,
regardless of the number of shares they own, provided that the shares
are fully paid-up. The right to attend in person or to be represented by
proxy is subject:
1. for registered shareholders, to the registration of their shares in a
pure or administered personal account at least five days before the
date of the Meeting;
2. for holders of bearer shares, if any exist, to the submissionwithin the
same period of time, of a certificate established by the authorized
proxyacknowledgingtheunavailabilityofthesharesregistered inthe
account until the date of the Meeting.
However, the Board of Directors may, as a general rule, reduce or
waive this time period.
■■
The Meetings are chaired by the Chairman of the Board of Directors or,
in his absence, by the oldest Deputy Chairman, or in the absence of a
Deputy Chairman, by the most senior director present at the Meeting.
Failing this, the Meeting will elect its Chairman.
■■
Barring any legal or regulatorymeasures to the contrary, eachmember
of the Shareholders’ General Meeting is entitled to asmany share votes
as he owns or represents, both in his own name and as a proxy, without
limitation. However, certain shares have double the voting rights of
other shares in view of the proportion of share capital they represent,
namely:
1. allfullypaid-upsharesregisteredinthenameofthesameshareholder
for at least four (4) years;
2. allsharesallocatedfreeofchargetoshareholdersaspartofacapital
increasecarriedoutthroughthe incorporationofreserves,profitsor
issue premiums, up to the number of existing shares for which they
are entitled to such double voting rights.
Double-voting rights cease to apply once the shares change hands.
However, the aforementioned time period is not interrupted and
double voting rights still apply in the event that transfers occur as
a result of inheritance, liquidation of community property between
spouses or donations inter vivos to a partner or family relation who is
entitled to inheritance rights.
■■
Intheeventthatshareholdersvotebyproxy,onlythoseproxyvotesthat
have arrived at the company at least three days prior to the date of the
Shareholders’ General Meeting will be counted.
Moreover,theattendanceofashareholderattheShareholders’General
Meeting shall consequently render null and void the postal vote and/or
the formof proxywhich said shareholdermay have, where appropriate,
sent to the company; the shareholder’s presence shall override any
other form of participation which he may have previously chosen. If
the shareholder is not present at the meeting, his power of attorney is
only taken into considerationwith respect to the votes cast in his proxy
voting form, if one has been submitted.
Article 9 – Disclosure requirements
■■
Shares are freely tradable in the absence of any legal or regulatory
provisions to the contrary.
■■
Shares are delivered by transfer fromone account to another pursuant
to the terms and conditions set forth by regulations.
■■
The company’s shares are indivisible.
■■
If a specific quantity of existing shares is required for a shareholder
to exercise rights, or if existing shares are exchanged or issued which
grant the right to a new share in return for the redemption of several
existing shares, any odd-lot shares or shares that fall short of the
minimumnumberrequiredwillnotprovideshareholderswithrightsvis-
à-vis the company, as it is up to the shareholders to gather the required
number of shares and, if possible, to buy or sell the required number
of shares.
■■
Without prejudice to the provisions of Article 356-1 of Law No. 66-537
of July 24, 1966, any person who directly or indirectly holds or comes
to hold, within the meaning of Article 356-1, at least 3% the capital is
requiredtodeclaretothecompanythetotalnumberofsharesheorshe
owns by registered letter with acknowledgment of receipt sent to the
registeredofficewithinfifteendaysfromthecrossingofthatthreshold
of shareholding.
Shareholders are also required to inform the company within the same
time period should their stake dip below the aforementioned thresholds.
Intheeventthatbeneficialshareownershipisnotreportedinaccordance
with the aforementioned procedures, the shares that exceed the
reportingthresholdshallbedeprivedofvotingrightsforallShareholders’
Meetings held within a period of up to three months after the date the
declaration of beneficial ownership is finally made in accordance with
the proper procedures, by one or more shareholders who jointly own at
least 5%of share capital, as recorded in theminutes of theShareholders’
General Meeting.
6.5
I
CONSULTATION OF CORPORATE DOCUMENTS
The corporate documents pertaining to LISI S.A. (by-laws, Shareholders’
General Meeting reports, Auditors’ reports and all documents available
to shareholders) can be viewed upon request at the corporation’s head
office at the following address: Société LISI S.A., 6 Rue Juvénal Viellard,
CS 70431 GRANDVILLARS, 90008 BELFORT Cedex.
LISI 2017 FINANCIAL REPORT