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LISI 2011 —
93
— financial report
Information regarding the Company and corporate governance
1.1.3 Authorized share capital not yet issued
At December 31, 2011 there are more valid delegations granted by
the Shareholders’ General Meeting to the Board in the area of capital
increases.
1.1.4 Potential share capital
At December 31, 2011, there are no more warrants providing access
to capital.
1.1.5 Dividend distribution policy for the past five years –
Dividend prescription period
The distributable profit is at the disposal of the Shareholders’ General
Meeting, which determines its allocation.
In the past 5 years, dividends paid out per share have been as follows:
Net dividend
in €
2007
1.50
2008
1.20
2009
0.70
2010
1.05
2011
(1)
1.30
(1) Subject to the decision of the Shareholders’ Ordinary General Meeting of April 26,
2012. The dividend payment date was set to May 9, 2012.
The timeframe for paying dividends is 9 months as of the year-end
date. Unclaimed dividends are waived to the State after a period of
5 years beginning of the payment date.
1.2
Stock repurchase program
1.2.1 In place December 31, 2011
On April 27, 2011, the Shareholder’s Ordinary Meeting authorized the
company to repurchase up to 10% of its own shares in the openmarket
for a period of 18 months,
i.e.
up until October 27, 2012.
Thus, LISI S.A. plans to launch a stock repurchase program for the
following purposes, in decreasing order of importance:
– 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 stock
market authority);
– to grant stock options or free shares to employees and corporate
officers of the company and/or its consolidated group;
– to keep and use shares as consideration or payment for potential
future acquisitions;
– to cancel shares purchased, subject to the approval of the
Shareholders’ Extraordinary Meeting to be called at a later date.
The following terms apply to this authorization:
– the company may not repurchase its own shares for more than €90,
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’ Meeting,
i.e.
€90, is €97,078,410.
Under the above-mentioned share repurchase program, in 2011
LISI S.A. acquired 105,304 treasury shares,
i.e.
1%. The number of own
shares held by LISI S.A. stands at 378,804.
The operations carried out by the Company on its own shares are
summarized in the table below:
Number
of shares
Weighted
average price
in €
Shares held as at 01/01/2011
420,876
36.12
Shares acquired in 2011
105,304
57.22
Shares sold in 2011
147,376
45.13
Shares held as at 12/31/2011
378,804
38.48
Of which shares assigned
to the stock options program
349,624
Of which available
29,180
Shares have been purchased and sold within the scope of the market-
making contract with Oddo Pinatton Corporate. The market-making
contract complies with the ethical charter of the AFEI.
1.2.2 New stock repurchase program
The next Shareholders’ General Meeting will be offered to renew
its program to repurchase LISI S.A. shares, in accordance with the
new rules applicable since the entry into force of European Rules
Nr.2273/2003 of December 22, 2003. LISI S.A. offers to acquire a
number of shares representing up to 10% of the number of shares that
make up its capital stock, except for the acquisition of shares meant to
be kept and the delivery of shares against or as payment for external
growth operations, if applicable, whose total number will be limited to
5% of the equity, i.e. 539,324 shares.
The duration of the stock repurchase program is set at 18 months.
The new stock repurchase program provides that the stock purchased
will serve the following purposes:
– 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 stock
market authority),
– to grant stock options or free shares to employees and corporate
officers of the company and/or its consolidated group,
– to keep and use shares as consideration or payment for potential
future acquisitions,
– to cancel shares purchased, subject to the approval of the
Shareholders’ Extraordinary Meeting to be called at a later date.
The maximum purchase price may not exceed €100 per share.
Should derivative products be used, LISI S.A. will ensure that the price
of its shares is not made more volatile as a result.