LISI GROUP - 2018 Financial report

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DRAFT RESOLUTIONS
OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’
GENERAL MEETING
First resolution – Approval of corporate financial statements
Having listened to the reading of the Board of Directors’ report and the
Auditors’generalreport,theShareholders’GeneralMeetingapprovesthe
Company financial statements established as at December 31, 2018, as
theyarepresented,withprofitsof€42,296,468aswellasthetransactions
described in these financial statements or summarized in these reports.
In particular, the Shareholders’ General Meeting approves the spending
carried out over the last year in relation to the transactions covered by
Article 39‑4 of the French General Tax Code, which amounts to a total of
€31,793.
Second resolution – Approval of consolidated financial statements
Having listened to the reading of Board of Directors’ report and the
Auditors’ general report, theShareholders’ General Meeting approves, as
they are presented, the consolidated financial statements set out in
accordancewith Article L.233‑16 et seq. of the French Commercial Code
as at December 31, 2018, showing profits of €92,069,225.
Third resolution – Approval of the agreements set out
in article L.225‑38 of the French Commercial Code
Having listened to the reading of the Auditors’ special report on the
conventions covered by Articles L. 225‑38 of the French Commercial
Code,theShareholders’GeneralMeetingapprovesthesections indicated
in this report.
Fourth resolution – Discharge to the Directors
The Shareholders’ General Meeting gives full discharge to the Directors
for their work for the financial year 2018 and to theAuditors for their term
of office.
Fifth resolution – Earnings appropriation
Acting on the proposal of the Board of Directors, the Shareholders’
General Meeting has decided to allocate last year’s profits as follows:
profits for the financial year of 42,296,468 €
plus retained earnings in the amount of 81,619,512 €
To give a total of 123,915,980 €
constituting the distributable profit, which the Board of Directors
proposes to allocate as follows:
to the legal reserve, i.e. the amount of €3,618
the sum of €0.44 per share, i.e. the amount of to be paid
on May 3, 2019
23,810,299 €
remainder to be carried forward, for a total of 100,102,063 €
it being understood that this amount will be increased by the sum
of the dividends payable on the shares owned by the Company as of
the ex-dividend date.
Thedividendforeachshareamountsto€0.44.Theportionofthedividend
eligible for the tax rebate of 40% for shareholders under Article 158‑3‑2°
of the French General Tax Code is €0.44.
In addition, the Shareholders’ General Meeting acknowledges that it has
beenapprisedthatthedividendpayoutspershareforthe lastthreeyears
were as follows:
Financial year
Dividend paid eligible
for the 40% rebate
December 31, 2015 0.39 €
December 31, 2016 0.45 €
December 31, 2017 0.48 €
Sixth resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the term of office as Director of Mr. Gilles Kohler for a
period of four years which shall expire following the Ordinary General
Meeting to approve the financial statements for the financial year ending
on December 31, 2022.
Seventh resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the termof office as Director of Mr. Emmanuel Viellard
foraperiodoffouryearswhichshallexpirefollowingtheOrdinaryGeneral
Meeting to approve the financial statements for the financial year ending
on December 31, 2022.
Eighth resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the termof office as Director of Mr. Patrick Daher for a
period of four years which shall expire following the Ordinary General
Meeting to approve the financial statements for the financial year ending
on December 31, 2022.
Ninth resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the term of office as Director of the company
COMPAGNIE INDUSTRIELLE DE DELLE represented by Mr. Thierry
PeugeotforaperiodoffouryearswhichshallexpirefollowingtheOrdinary
GeneralMeetingtoapprovethefinancialstatementsforthefinancialyear
ending December 31, 2022.
Tenth resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors,renewsthetermofofficeasDirectorofthecompanyVIELLARD
MIGEONETCIErepresentedbyMr.CyrilleViellardforaperiodoffouryears
which shall expire following the Ordinary General Meeting to approve the
financial statements for the financial year ending December 31, 2022.
Eleventh resolution – Renewal of a director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, renews the term of office as Director of the company CIKO
representedbyMr.Jean‑PhilippeKOHLERforaperiodoffouryearswhich
shall expire following the Ordinary General Meeting to approve the
financial statements for the financial year ending December 31, 2022.