LISI GROUP - 2018 Financial report

166 / 171

• • to retain and use shares as consideration or payment for potential
acquisitions;
• • to cancel shares purchased, subject to the approval of the
Extraordinary General Meeting to be called at a later date.
Shares can be acquired or sold by any means and at any time, in
accordance 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 L225‑209 of the French Commercial Code.
The following terms apply to this authorization:
■■theCompanymaynotrepurchase itsownsharesformorethan€60,not
including transaction fees.
The highest figure that LISI S.A. would pay if it purchased shares at the
ceiling price set by the Shareholders’ General Meeting, i.e. €60 is
€269,812,680.
This authorization is valid for a period of 18 months from the date of this
Shareholders’ General Meeting.
■■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 aim of carrying out all
formalitiesandalldeclarationstoallorganizations,tocarryoutallother
formalities and, as a general rule, to do all that is necessary.
Twenty-first resolution - Setting the amount of Directors’ fees
The Shareholders’ General Meeting sets the annual amount of directors’
fees to be distributed among the directors at €500,000.
Thisamountwillremainapplicableasfrom2019anduntiladecisiontothe
contrary by the Shareholders’ General Meeting.
OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’
GENERAL MEETING
Twenty-second resolution - Authorization to the Board of Directors to
proceed with a free allocation of shares
The Shareholders’ General Meeting, having read the report by the Board
of Directors and the Auditors’ special report, in accordancewith Articles
L. 225‑197‑1 et seq. of the French Commercial Code:
■■authorizes the Board of Directors, to allocate free shares in the
company,ononeorseveraloccasions,tobeneficiariesbelongingtothe
category that it determines among its employees and corporate
officersmentioned in Article L. 225‑197‑1, II° of the French Commercial
Code as well as employees and corporate officers of listed companies
in accordance with the provisions of Article L. 225‑197‑2 of the French
Commercial Code;
■■decides that the Board of Directors will determine the number of free
shares likely to be granted to beneficiaries, as well as the conditions
and, where appropriate, the criteria for allocating these shares;
■■decides that the total number of free shares allocated cannot exceed
1,000,000 shares, i.e. 1.85% of the company share capital on this date,
subject to any adjustments that may be made to maintain the rights of
the beneficiaries, but without exceeding the overall limit of 10% of the
company’s capital on this date;
■■decides that the allocation of said shares to their beneficiaries will
becomedefinitive,subjecttothefulfillmentofanyconditionsorcriteria
thatmaybeestablishedbytheBoardofDirectors,attheendofavesting
periodofat leasttwoyears;duringthisperiod,thebeneficiarieswillnot
betheholdersofthesesharesallocatedtothemandtherightsresulting
from this allocation will be non-transferable;
■■decides that in the event of the death of the beneficiaries during this
two-year period, the heirs of the deceased beneficiaries can request
that they benefit fromthe allocation of free shareswithin sixmonths of
their death; the shares will not be definitively acquired by themandwill
onlybedefinitivelyallocatedattheendofthevestingperiodandsubject
to fulfillment of any conditions of allocation set by the Board of
Directors;
■■decides that in the event that free shares are granted to corporate
officers or employees of the listed companies and these companies
cease to be linked to LISI S.A. during this two-year period, LISI S.A.’s
Board of Directors can decide, at its own discretion, to maintain the
beneficiaries allocation rights at the end of the vesting period subject
to the fulfillment of other conditions;
■■decides that during this two-year period, in the event of dismissal or
resignation,removalfromofficeforcorporateofficers,thebeneficiaries
lose their rights to the allocation of free shares; in the event of
retirement or invalidity requiring them to leave their functions within
the company or the linked company, the beneficiaries will retain the
righttotheallocationoffreesharesonthevestingdatesetbytheBoard
of Directors subject to the fulfillment of the other conditions;
■■takes note that at the end of the vesting period defined above and
subject to the fulfillment of the conditions or criteria thatmay be set by
the Board of Directors, the allocation of free shares will be completed
bymeansofexistingsharesthatthecompanywillhaveacquiredforthis
purpose according to the provisions of Article L. 225‑208 of the French
Commercial Code;
■■decides that at the end of this two-year period, the shares will be
definitivelyallocatedtotheirbeneficiaries,andwillbecomeimmediately
transferablebythebeneficiariessubjecttocompliancewiththeperiods
mentioned in Article L.225‑197‑1 I° 7th paragraph of the French
Commercial Code;
■■delegates all powers to the Board of Directors, with the option to sub-
delegateunder legalconditions,toimplementthepresentauthorization
and ingeneraldoeverythingnecessary, inparticularwithregardstothe
implementation of measures aimed at maintaining the rights of the
beneficiaries by adjusting the number of free shares allocated in
accordancewithanytransactionsaffectingtheCompany’scapitalthat
would take place during the vesting period, to decide whether the
corporate officers may sell the shares they have thus received prior to
theendoftheirofficeortosetthenumberofregisteredsharesthatthey
must keep until the end of their office;
■■sets at thirty-eight months, counting from today, the validity period of
this present authorization.