LISI GROUP - 2018 Financial report

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2017
On October 31, 2017, LISI Group bought 51% of the shares of TERMAX
(Automobile USA) and committed to purchase the remaining 49% by
March 31, 2021.
2018
LISI Group receives ISO 14001 and OHSAS 18001 certification for all of its
activities. Previously each LISI site was individually certified, but the
Group now has single, multi-site certification.
LISI AUTOMOTIVE confirms the acquisition of the assets of US company
Hi-Vol Products, intended to strengthen its global position in the
productionofsafetymechanicalcomponentsbyhavingastrongtechnical
base in North America.
LISI AUTOMOTIVE sells BETEO GmbH & Co. KG. (€6.9m sales revenue in
2018) specialized in surface technology to the German company
BENSELER, with which a subcontracting agreement was signed.
6.3 ICompany 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 IIncorporation 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,
includingthecreationofnewcompanies,subscriptioncontribution,the
purchase of shares and rights;
■■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.
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” nominee or administered personal account at least five days
before the date of the Meeting;
2. forholdersofbearershares, ifanyexist,tothesubmissionwithinthe
same period of time, of a certificate established by the authorized
proxyacknowledgingtheunavailabilityofthesharesregisteredinthe
account until the date of the Meeting.
However, theBoard of Directorsmay, 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
increase carried out through the incorporation of reserves, profits
orissuepremiums,uptothenumberofexistingsharesforwhichthey
are entitled to such double voting rights.
Double-voting rights cease to apply once the shares change hands.
However,theaforementionedtimeperiod isnot interruptedanddouble
voting rights still apply in the event that transfers occur as a result of
inheritance, liquidation of community property between spouses or
gifts inter vivos to a partner or family relation who is entitled to
inheritance rights.