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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
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gives its authorization, in accordance with Articles L.225-209 et
seq. of the French Commercial Code, to the Board of Directors, to
proceed, by whatever means it deems appropriate, to buy back its
own shares, representing up to 10%of the Company’s share capital,
corresponding to 5,402,387 shares, except for the acquisition of
shares meant to be retained and the delivery of shares to be used
as consideration or payment for external growth operations whose
total will be limited to 5% of the share capital or 2,701,193 shares;
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decides that the acquired shares will be used as follows:
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toincreasetheactivityofthestockonthemarketbyanInvestment
Services Provider via a liquidity contract in accordance with the
professional Code of Ethics recognized by the AMF (the French
financial market authority);
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to grant stock options or free shares to employees and corporate
officers of the Company and/or its Group;
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to retain and use shares as consideration or payment for potential
acquisitions;
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to cancel shares purchased, subject to the approval of the
Extraordinary General Meeting to be called at a later date.
Sharescanbeacquiredorsoldbyanymeansandatanytime,inaccordance
with the regulations in force, on or off the market, including through the
use of derivatives traded on a regulatedmarket or by private contract.
The Company undertakes to remain at all times within the limits set by
Article L.225-209 of the French Commercial Code.
The following terms apply to this authorization:
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the Company may not repurchase its own shares for more than €60,
not including transaction fees.
The highest figure that LISI SA would pay if it purchased shares at
the ceiling price set by the Shareholders’ General Meeting, i.e. €60 is
€265,530,000.
This authorization is valid for a period of 18 months from the date of
this Shareholders’ General Meeting.
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Assigns full powers to the Board of Directors, which may choose to
delegate them, within the limitations detailed above, to put in stock
market orders, to negotiate agreements in the aimof carrying out all
formalities and all declarations to all organizations, to carry out all
other formalities and, as a general rule, to do all that is necessary.
Eighteenth resolution - Approval of the transfer of the head office
The Shareholders’ General Meeting approves the decision taken by the
Board of Directors, at its meeting of October 25, 2017, to transfer the
head office fromLe Millenium – 18 rue Albert Camus – 90000 BELFORT
to 6 rue Juvénal VIELLARD – 90600 GRANDVILLARS as fromJanuary 1,
2018.
Therefore, it also approves the amendment to the Articles of
Association made by the said Board of Directors to complete the legal
formalities.
OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’
GENERAL MEETING
Nineteenth resolution – Introduction of a dividend premium -
Amendment of the Articles of Association
The Shareholders’ General Meeting, having listened to the reading of
Board of Directors’ report decides to add in the Articles of Association
the allocation of a dividend premium to shareholders meeting the
conditions set out at Article L. 232-14 of the French Commercial Code.
Therefore, the Shareholders’ General Meeting decides to amend the
Article “Appropriation of earnings” of the Articles of Association, as
follows:
Article 17 – Distribution of earnings
The following paragraphs are added:
A dividend premium of 10% is allocated to any shareholder who, at the
financial year-end, has held registered shares for at least two years
and still holds them at the date of the dividend payout.
As long as the company’s shares are admitted for trading on a
regulated market, the number of shares eligible for this dividend
premium cannot exceed, for one and the same shareholder, 0.5% of
the company’s share capital.
The same premiummay be allocated under the same conditions in the
event of distribution of free shares.
The rest of the article remains unchanged.
Twentieth resolution - Formalities
The Shareholders’ General Meeting assigns all rights to the bearer of
an original, a copy or extracts of theminutes of its deliberations for the
purpose of accomplishing all formalities, as well as all legally required
filings and publications.
A) Formalities to be accomplished in order to participate in the
Shareholders’ General Meeting
TheShareholders’GeneralMeeting iscomposedofalltheshareholders,
regardless of the number of shares they own.
Shareholders wishing to participate in the Shareholders’ General
Meeting, be represented or vote by correspondence, must provide
proof of ownership of their shares on the second working day
preceding the Shareholders’ General Meeting at midnight Paris time
(or April 20, 2018, midnight Paris time) by the registration in an account
of their shares in their name, in accordance with the conditions set out
in Article R.225-85 of the French Commercial Code.
B) Method for participating in the Shareholders’ General Meeting
1.
Shareholders wishing to personally attend the Shareholders’
General Meeting may:
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for registered shareholders:
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on the day of the Shareholders’ General Meeting, go directly to the
counter specially provided for this purpose with proof of identity,
LISI 2017 FINANCIAL REPORT