Universal Registration Document 2019

162 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Shareholders’ General Meeting 7 ■ 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 accordancewith 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; • 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 regulated market 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: ■ the Company may not repurchase its own shares for more than €60, not including transaction fees. The highest figure that LISI would pay if it purchased shares at the ceiling price set by the Shareholders’ General Meeting, i.e. €60 is €271,870,560. 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 stockmarket orders, to negotiate agreements in the aim of carrying out all formalities and all declarations to all organizations, to carry out all other formalities and, as a general rule, to do all that is necessary. OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING Fourteenth resolution – Setting out the terms for appointing directors representing employees Having read the Board of Directors’ report and having noted that the Company is now subject to the terms and conditions set out for appointing directors representing employees to the Board of Directors, the Shareholders’ General Meeting rules that in accordance with the relevant legal provisions, and given that the Company’s Board of Directors has more than eight members, the appointment process shall be as follows: ■ The first Director representing employees will be appointed by the Group Works Council as set out by Articles L2331‑1 et seq. of the French Labor Code; ■ The second Director representing employees will be appointed by the European Works Council as set out by Articles L2334‑1 et seq. of the French Labor Code. Fifteenth resolution – Amendment of the bylaws Thus, the Shareholders’ General Meeting decides to amend as follows Article 10 of the bylaws, which shall now be worded as follows: Article 10 – Board of Directors 1° - Composition The following is inserted: As the Company has exceeded the thresholds set out by law, one or two directors representing employees shall be appointed to the Board of Directors. The number of directors representing employees is set to one if the number of directors is eight or less, and two if the number of directors is more than eight. However, directors representing employees are not included when calculating the minimum number of directors sitting on the Board, nor when applying the legal provisions on gender equality to the Board. The director(s) representing employees shall be appointed as follows : ■ If the Board of Directors comprises up to eight members, a single director representing employees will be appointed by the Group Works Council as set out by Articles L2331‑1 et seq. of the French Labor Code; ■ If the Board of Directors comprisesmore than eight members, a director representing employees will be appointed by the Group Works Council as set out by Articles L2331‑1 et seq. of the French Labor Code, and a second director will be appointed by the European Works Council as set out by Articles L2334‑1 et seq. of the French Labor Code; The mandate for each director representing employees is four years. However, should the director’s employment contract be terminated early, their mandate shall also expire. The remainder of the Article remains unchanged. Sixteenth resolution - Formalities The Shareholders’ General Meeting assigns all rights to the bearer of an original, a copy or extracts of the minutes of its deliberations for the purpose of accomplishing all formalities, as well as all legally required filings and publications.