Universal Registration Document 2019

160 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Shareholders’ General Meeting 7 Combined Shareholders’ General Meeting of April 24, 2020 1  /  Agenda OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING ■ Review and approval of the Company financial statements for the period ended December 31, 2019; ■ Approval of consolidated financial statements for the period ended December 31, 2019; ■ Approval of the agreements set out in Articles L225‑38 et seq. of the French Commercial Code; ■ Discharge to the Directors and Auditors; ■ Appropriation of earnings; ■ Approval of the compensation allocated to the Chairman of the Board of Directors, the CEO and the Deputy CEO in respect of the financial year ended December 31, 2019; ■ Approval of the principles and criteria for the determination, breakdown and allocation of the components of the compensation of the Chairman of the Board of Directors, the CEO and the Deputy CEO; ■ Authorization for the Company to repurchase its own shares; OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING ■ Setting out the terms for appointing directors representing employees; ■ Relevant amendment of the bylaws; ■ Powers; ■ Miscellaneous questions. 2  /  Text of the draft resolutions OF THE COMPETENCE OF THE EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING First resolution – Approval of corporate financial statements Having listened to the reading of the Board of Directors’ report and the Auditors’ general report, the Shareholders’ General Meeting approves the Company financial statements established as at December 31, 2019, as they are presented, with profits of €47,199,320.74 as well as the transactions described in these financial statements or summarized in these reports. In particular, the Shareholders’ General Meeting approves the spending carried out over the last year in relation to the transactions covered by Article 39‑4 of the French General Tax Code, which amounts to a total of €36,909. Second resolution – Approval of consolidated financial statements Having listened to the reading of Board of Directors’ report and the Auditors’ general report, the Shareholders’ General Meeting approves, as they are presented, the consolidated financial statements set out in accordance with Article L.233‑16 et seq. of the French Commercial Code as at December 31, 2019, showing profits of €69,773,441. Third resolution – Approval of the agreements set out in article L.225‑38 of the French Commercial Code Having listened to the reading of the Auditors’ special report on the conventions covered by Articles L. 225‑38 of the French Commercial Code, the Shareholders’ General Meeting approves the sections indicated in this report. Fourth resolution – Discharge to the Directors The Shareholders’ General Meeting gives full discharge to the Directors for their work for the financial year 2019 and to the Auditors for their term of office. Fifth resolution – Earnings appropriation Acting on the proposal of the Board of Directors, the Shareholders’ General Meeting has decided to allocate last year’s profits as follows: profits for the financial year of €47,199,320.74 plus retained earnings in the amount of €100,492,103.43 TO GIVE A TOTAL OF €147,691,424.17 constituting the distributable profit, which the Board of Directors proposes to allocate as follows: the sum of €0.46 per share, to give a total of to be paid on May 5, 2020 €24,892,585.82 To the balance carried forward to give a total of €122,798,838.35 The dividend for each share amounts to €0.46. The portion of the dividend eligible for the tax rebate of 40% for shareholders under Article 158‑3‑2° of the French General Tax Code is €0.46.