LISI 2012 FINANCIAL REPORT
111
7
Information regarding the Company and corporate governance
1.1.3 Authorized share capital not yet issued
At December 31, 2012 there are more valid delegations granted
by the Shareholders’ General Meeting to the Board in the area
of capital increases.
1.1.4 Potential warrants
At December 31, 2012, 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 €
2008
1.20
2009
0.70
2010
1.05
2011
1.30
2012
(1)
1.40
(1) Subject to the decision of the Ordinary General Meeting of April 25, 2013. The
date for payment of dividends has been set at May 7, 2013.
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 at December 31, 2012
On April 26, 2012, the Shareholder’s mixed Meeting authorized
the company to repurchase up to 10% of its own shares in the
open market for a period of 18 months, i.e. up until October
26, 2013.
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 €100, 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. €100,
is €69,984,500.
Under the above-mentioned share repurchase program, in
2012 LISI S.A. acquired 121,223 treasury shares, i.e 1.1 %. The
number of own shares held by LISI S.A. stands at 314,980.
The operations carried out by the Company on its own shares
are summarized in the table below:
Number of
shares
Average
weighted price
in €
Shares held at 01/01/2012
378,804
38.48
Shares acquired in 2012
121,223
54.83
Shares awarded in 2012
(47,185)
37.32
Shares disposed of in 2012
(137,862)
54.46
Shares held at 12/31/2012
314,980
37.95
Of which shares allocated to
remuneration in shares
302,439
Of which available
12,541
Shares have been purchased and sold within the scope of the
market-making contract with Oddo Corporate Finance. 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.
