LISI 2012 FINANCIAL REPORT
143
8
DOCUMENTS SPECIFIC TO THE ORDINARY GENERAL MEETING
This represents distributable profit, which the Board of
Directors proposes should be distributed as follows:
as dividends to shareholders a sum
of €1.40 per share,
for the total of
payable on May 7, 2013
€14,660,119.60
the remainder to the retained earnings
account, for the total of
€61,166,399.40
it being understood that this amount will be
increased by the sum of the dividends payable
on the shares owned by the Company as of the
ex-dividend date.
The dividend for each share amounts to €1.40. The value of
the dividend eligible for 40% deduction, as covered by
article 158-3-2° of the French General Tax Code, is €1.40.
In addition, the Shareholders’ General Meeting acknowledges
that it has been apprised that the dividend payouts per share
for the last 3 years were as follows:
Financial year ended
December 31, 2009:
dividends eligible for
the 40% allowance:
€0.70
Financial year ended
December 31, 2010:
dividends eligible for
the 40% allowance:
€1.05
Financial year ended
December 31, 2011:
dividends eligible for
the 40% allowance:
€1.30
6
th
resolution - Reappointment of a director
The General Meeting renews the appointment as Director of
Mr. Emmanuel Viellard for a period of six years that will end
at the Shareholders’ General Meeting that will approve the
financial statements for the year ended December 31, 2018.
7
th
resolution - Reappointment of a director
The General Meeting renews the appointment as Director of
Mr. Christian Peugeot for a period of six years that will end
at the Shareholders’ General Meeting that will approve the
financial statements for the year ended December 31, 2018.
8
th
resolution - Reappointment of a director
The General Meeting renews the appointment as Director
of COMPAGNIE INDUSTRIELLE DE DELLE, whose permanent
representative is Mr. Thierry Peugeot, for a period of six years
that will end at the Shareholders’ General Meeting that will
approve the financial statements for the year ended December
31, 2018.
9
th
resolution – Share repurchase program
Having listened to the reading of the Board of Directors’ report
and reviewed the data contained in the program description,
the Shareholders’ General Meeting:
• cancels the purchase authorization given on April 27, 2012:
• gives its authorization, in accordance with articles L225-
209 et seq. of the French Commercial Code, to the Board
of Directors, to proceed, by whatever means it deems
appropriate, to the repurchase of own shares, representing
up to 10% of the company’s share capital, corresponding
to 1,078,649 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 share capital or
539,324 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 French market authority (AMF);
– To grant stock options or free shares to employees and
corporate officers of the company and/or its consolidated
group;
– to retain and use shares as consideration or payment for
potential acquisitions;
– to cancel purchased shares, subject to the approval of the
Shareholders’ Extraordinary 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 constantly within the
limits set by article L225-209 of the Commercial Code.
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 €76,366,900.
This authorization is valid for a period of 18 months from the
date of this Shareholders’ meeting.
