LISI GROUP - 2018 Financial report

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Twelfth resolution – Non-Renewal of a Director’s term of office
The Shareholders’ General Meeting, on a proposal by the Board of
Directors decides not to renew the term of office as Director of Mr.
Christian PEUGEOT.
Thirteenth resolution - Appointment of a new Director
The Shareholders’ General Meeting, on a proposal by the Board of
Directors, decides to appoint as a director, to replace Mr. Christian
PEUGEOT:
The FFP Invest Company
Whose head office is at
66 avenue Charles De Gaulle – 92500 NEULLY SUR SEINE
RCS NANTERRE 535 360 564
Represented by Mr. Christian Peugeot
foraperiodoffouryears,whichshallexpirefollowingtheOrdinaryGeneral
Meetingof2023toapprovethefinancialstatementsforthefinancialyear
ending December 31, 2022.
The FFP Invest company has accepted this appointment in advance and
has declared that there is no impediment prohibiting it from exercising
this function.
Fourteenth resolution – Opinion on the compensation allocated
to the Chairman of the Board Of Directors in respect of the financial
year ended December 31, 2018
The Shareholders’ General Meeting, in accordancewith the provisions of
Article L.225‑100 II of the French Commercial Code, approves the
amountsofthefixedcomponentscomprisingthetotalcompensationand
benefits in kind allocated to Mr. Gilles Kohler in his capacity as Chairman
of the Board of Directors, as described in the report appended to the
management report prepared by the Board of Directors.
Fifteenth resolution – Opinion on the compensation allocated to the
Deputy CEO in respect of the financial year ended December 31, 2018
The Shareholders’ General Meeting, in accordance with the provisions
of Article L. 225‑100 II of the French Commercial Code, approves the
amountsofthefixed,variableand long-termcomponentscomprisingthe
total compensation and benefits in kind allocated to Mr. Emmanuel
Viellard in his capacity as the CEO, as described in the report appended
to themanagement report prepared by the Board of Directors.
Sixteenth resolution – Opinion on the compensation allocated to the
Deputy CEO in respect of the financial year ended December 31, 2018
The Shareholders’ General Meeting, in accordancewith the provisions of
Article L.225‑100 II of the French Commercial Code, approves the
amountsofthefixed,variableand long-termcomponentscomprisingthe
total compensation and benefits in kind allocated to Mr. Jean-Philippe
Kohler in his capacity as the Deputy CEO, as described in the report
appendedtothemanagementreportpreparedbytheBoardofDirectors.
Seventeenth resolution – Approval of the principles and criteria
for the determination, breakdown and allocation of the Components
of the compensation of the Chairman of the Board Of Directors
in Respect of financial year 2019
TheShareholders’GeneralMeeting,inaccordancewithArticleL.225‑37‑2
of the French Commercial Code, approves the components comprising
the total compensation paid exclusively as directors fees to Mr. Gilles
Kohler inhiscapacityasChairmanoftheBoardofDirectors,asdescribed
in the report attached to the management report prepared by the Board
of Directors and presenting the draft version of this resolution.
Eighteenth resolution – Approval of the principles and criteria
for the determination, breakdown and allocation of the Components
of the compensation of the CEO in respect of financial year 2019
The Shareholders’ General Meeting, pursuant to the provisions of
Article L 225‑37‑2 of the French Commercial Code, 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 paid and allocated to Emmanuel
Viellard inhiscapacityasCEO,asdescribed inthereportappendedtothe
management report prepared by the Board of Directors and presenting
the draft version of this resolution.
Nineteenth resolution – Approval of the principles and criteria for
the determination, breakdown and allocation of the components of
the compensation of the Deputy CEO in respect of financial year 2019
The Shareholders’ General Meeting, pursuant to the provisions of Article
L225‑37‑2 of the French Commercial Code, approves the principles and
criteria for the determination, breakdown and allocation of the fixed,
variable and long-term components making up the total compensation
and benefits in kind paid and allocated to Jean‑Philippe Kohler in his
capacity as Deputy CEO, as described in the report appended to the
management report prepared by the Board of Directors and presenting
the draft version of this resolution.
Twentieth resolution - Share buyback program
Having listened to the reading of the Board of Directors’ report and
reviewedthedatacontainedintheprogramdescription,theShareholders’
General Meeting:
■■cancels the purchase authorization given on April 24, 2018;
■■gives its authorization, in accordancewith Articles L225‑209 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 capital stock, corresponding
to 5,411,432 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 capital stock or 2,705,716 shares,
■■decides that the acquired shares will be used as follows:
• • to increase the activity of the stock on the market by an Investment
Services Provider via a liquidity contract in accordance with the
professional Code of Ethics recognized by the AMF (the French
financial market authority);
• • to grant stock options or free shares to employees and corporate
officers of the Company and/or its Group;