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89

3.6

I

IDENTITY OF THE CONSOLIDATING COMPANY

Compagnie Industrielle de Delle (CID)

Limited company with share capital of €3,189,900

Head Office: 28 Faubourg de Belfort – BP 19 – 90101 DELLE Cedex

Compagnie Industrielle de Delle held 54.87%of the capital of LISI S.A. as

at December 31, 2017.

3.7

I

AWARD OF PERFORMANCE SHARES

Acting on the recommendation of the Compensation Committee,

LISI’s Board of Directors decided, on October 23, 2014, to allocate

performance shares to members of the Executive Committee and

to members of the main Management Committees for the three

LISI Group divisions, subject to their meeting certain performance

targets. This was also the case for 2015, 2016 and 2017 to the extent

that at the meetings of December 17, 2015, December 20, 2016 and

December 13, 2017, the Board of Directors renewed the opening of new

plans subject to similar conditions.

The 2014 plan vested in 2017.

The fair value of the benefits thus granted is recognized in 2017 as

provision for an amount of €1.0 million for the employees of the French

companies for the 2015 plan and for the French and foreign employees

for the 2016 and 2017 plans. This cost was not allocated to divisions,

and remains an expense at the LISI S.A. level until the definitive

realization of the plan. The impact of the expenses relating to the

awards of free performance shares is included in the payroll expenses

for employees of LISI S.A. only.

The maturity of the 2014 plan in May 2017 resulted in a provision

reversal of €0.9 million.

Plans that impacted LISI S.A.’s financial statements in 2017:

Plan for 2014 Plan for 2015

Plan for 2016

Plan for 2017

Total

Allocation date

10/23/2014

12/17/2015

12/20/2016

12/13/2017

Vesting date

February 2017 February 2018 February 2019 February 2020

Value in thousands of euros as at 12/31/2017

-

541

430

46

1,017

Net expenses in thousands of euros on the income

statement of LISI S.A. at 12/31/2017 (excluding social security

contributions)

864

(197)

(384)

(46)

237

Number of allocated shares remaining at 12/31/2017

-

129,200

170,440

154,610

Since 2016, it was decided also to allocate performance shares to

foreign employees of the LISI Group. Previously, they benefited fromthis

advantage, meeting the same criteria for the allocation of performance

shares to the French employees, in the formof a bonus payment directly

recognized in the financial statements of the foreign subsidiaries.

3.8

I

MISCELLANEOUS INFORMATION

■■

The Company directors and executives have not been given any

advances or credits.

■■

Compensation of executives stood at €1,035,614 for 2017

(compensation net of social security contributions, including the

variable element).

■■

The overall compensation paid to the 5 highest-paid individuals totaled

€1,645,598.

■■

Headcount as of December 31, 2017 was 25 individuals.

■■

Retirement commitments are not specified as the amount is

insignificant.

■■

The Company does not have any financial leasing agreements.

■■

Fees recognized for the year ended December 31, 2017 concerning our

statutory auditors, Ernst & Young and EXCO and Associés amounted

to €68,187 for the certification of the financial statements and €19,867

for other due diligence.

LISI 2017 FINANCIAL REPORT

COMPANY FINANCIAL STATEMENTS

4