LISI GROUP - 2017 Financial report

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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
8
Pursuant to the provisions of Article R.225-79 of the French
Commercial Code, the notification of the appointment and the
withdrawal of a proxy may also be made by electronic means, as
follows:
– – for pure registered shareholders: by sending an email with an
electronic signature obtained from an authorized third-party
certifier to the following electronic address:
stating the
Name of the Company concerned, the date of the Shareholders’
General Meeting, their surname, first name, address and
BNP PARIBAS Securities Services user name as well as the surname
and first name of the appointed or withdrawn proxy;
– – for administered registered or bearer shareholders: by sending
an email with an electronic signature obtained from an authorized
third-party certifier to the following electronic address:
stating the
Name of the Company concerned, the date of the Shareholders’
General Meeting, their surname, first name, address and full banking
references as well as the surname and first name of the designated
or withdrawn authorized representative; then, by asking their
authorized intermediary who manages their securities account to
send a written confirmation to BNP PARIBAS Securities Services –
CTS, Assemblées Générales – Les Grands Moulins de Pantin 9, rue
du Débarcadère – 93761 Pantin Cedex.
So that the proxy appointments or withdrawals expressed by
electronic means can be validly taken into consideration, the
confirmations should be received, at the latest, on the day before
the meeting at 3.00 p.m. (Paris time). The appoints or withdrawals
of proxies expressed in printed formshould be received at the latest
two calendar days prior to the date of the Shareholders’ General
Meeting.
Furthermore, only notifications of proxy appointments or
withdrawalsmay be sent to the aforementioned electronic address;
any other application or notification on another subject cannot be
taken into consideration and/or processed.
1.9 | REMUNERATIONS AND BENEFITS IN KIND
The principles and rules governing corporate officers’ remuneration,
which are submitted and suggested to the Board by the Compensation
Committee each year, are detailed in Chapter 7 of the Annual Report,
which deals with the corporate governance policy. It describes in
particular the information referred to in Article L.225-100-3 of the
French Commercial Code and the tables prescribed by the AFEP-
MEDEF Code.
1.10 | FACTORS LIKELY TO HAVE AN IMPACT IN THE
EVENT OF A PUBLIC OFFER FOR PURCHASE OR
EXCHANGE
There is, to the company’s knowledge, no factor likely to have an
impact in the event of a public offer for purchase or exchange.
1.11 | DRAFT RESOLUTIONS RELATING TO THE
PRINCIPLES AND CRITERIA FOR THE
DETERMINATION OF THE REMUNERATION AND
BENEFITS OF CORPORATE OFFICERS
Chairman’s remuneration
The compensation of Mr. Gilles Kohler in his capacity as Chairman of
the Board of Directors was set on the advice of the Compensation
Committee. It includes a fixed amount for the corporate mandate.
Mr. Gilles Kohler does not have any variable compensation, or directors’
fees and free performance-based shares. He has a company car.
Compensation of the CEO and the Deputy CEO
The variable portion of executive compensation is capped at 65% of
the fixed remuneration. The allocation formula for the criteria used to
determine the variable portion is as follows:
1) Operating margin representing 25% of the fixed remuneration,
2) Free Cash Flow rate representing 15% of the fixed remuneration,
3) Rate of achievement of strategic objectives representing 25% of
the fixed remuneration.
The expected level of achievement of the above objectives has been
established precisely but is not released for confidentiality reasons.
In accordance with the provisions of Article L.225-37-2 of the French
Commercial Code, a resolution is submitted for each corporate officer
so that the Shareholders’ General Meeting approves the principles
and criteria for the determination, breakdown and allocation of
the fixed, variable and long-term components comprising the total
compensation and benefits in kind.
Similarly, the Shareholders’ General Meeting will be called to consider
and approve the amounts of the fixed, variable and long-term
components comprising the total compensation and benefits in kind
allocated to corporate officers in respect of the year ended and in
accordance with the provisions of Article L.225-110 II of the French
Commercial Code.
LISI 2017 FINANCIAL REPORT