LISI S A : Agenda and text of the resolutions of the CGM of April 29, 2021

LISI

French public limited company (Société Anonyme) with share capital of €21,645,726.80

Head office: 6 rue Juvenal VIELLARD- 90600 GRANDVILLARS

BELFORT Trade and Companies Register number 536 820 269

AGENDA AND TEXT OF THE DRAFT RESOLUTIONS

OF THE COMBINED GENERAL MEETING OF APRIL 29, 2021

AGENDA

WITHIN THE POWERS OF THE ORDINARY GENERAL MEETING

• Approval of the annual financial statements for the financial year ended December 31, 2020;
• Approval of the consolidated financial statements for the financial year ended December 31, 2020;
• Approval of the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code;
• Discharge granted to the directors and statutory auditors;
• Allocation of the result for the financial year ended December 31, 2020;
• Acknowledgement of the expiry of the term of office of Mrs. Emmanuelle GAUTIER;
• Acknowledgement of the expiry of the term of office of Mr. Pascal LEBARD;
• Appointment of Mrs. Francoise GARNIER as director;
• Appointment of Mr. Bernard BIRCHLER as director;
• Approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to the remuneration of corporate officers awarded or due during the financial year ended December 31, 2020;
• Approval of the components of remuneration awarded or due during the financial year ended December 31, 2020 to Mr. Gilles KOHLER, Chairman of the Board of Directors;
• Approval of the components of remuneration awarded or due during the financial year ended December 31, 2020 to Mr. Emmanuel VIELLARD, Chief Executive Officer;
• Approval of the components of remuneration awarded or due during the financial year ended December 31, 2020 to Mr. Jean-Philippe KOHLER, Deputy Chief Executive Officer;
• Approval of the remuneration policy applicable to the Chairman of the Board of Directors;
• Approval of the remuneration policy applicable to the Chief Executive Officer;
• Approval of the remuneration policy applicable to the Deputy Chief Executive Officer;
• Approval of the remuneration policy applicable to directors;
• Authorization for a buyback by the Company of its own shares;

WITHIN THE POWERS OF THE EXTRAORDINARY GENERAL MEETING

• Amendment to Article 10 (1) of the articles of association - Age limit for directors;
• Amendment to Article 15 of the articles of association - Bringing the articles of association into compliance with legislative and regulatory changes; and use of video-conferencing or means of telecommunication;
• Powers for legal formalities.

TEXT OF THE DRAFT RESOLUTIONS

WITHIN THE POWERS OF THE ORDINARY GENERAL MEETING

First resolution - Approval of the annual financial statements

The General Meeting, having taken note of the Board of Directors' report and the Statutory Auditors' general report on the annual financial statements for the financial year ended December 31, 2020, approves the annual financial statements for the financial year ended December 31, 2020 as they were presented to it, showing a loss of €7,664,914, as well as the transactions reflected in these financial statements or summarized in these reports.

In particular, the 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 €49,858.

Second resolution - Approval of the consolidated financial statements

The General Meeting, having reviewed the report of the Board of Directors and the general report of the Statutory Auditors on the consolidated financial statements for the financial year ended December 31, 2020, approves the consolidated financial statements prepared in accordance with the provisions of Articles L. 233-16 et seq. of the French Commercial Code for the financial year ended December 31, 2020, as they were presented to it, showing a loss of €37,321,164.

Third resolution - Approval of the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code

The General Meeting, having reviewed the special report of the Statutory Auditors on the agreements covered by Article L.225-38 of the French Commercial Code, approves the information provided in this report.

Fourth resolution - Discharge granted of the Directors and the Statutory Auditors

The General Meeting gives full discharge to the directors for their work for the financial year December 31, 2020 and to the Auditors for their term of office.

Fifth resolution - Allocation of the result tofor the financial year ended December 31, 2020

The General Meeting, on the proposal of the Board of Directors, resolves to allocate the result of the financial year ended on December 31, 2020 as follows:

loss for the financial year……………………………………………… .......... €(7,664,914.85)

retained earnings brought forward………………………………….. ........ €147,691,424.17

i.e. a distributable profit of………………………………. .......... €140,026,509.32

allocated as follows:

a dividend of €0.14 per share, i.e. the total amount (1) of………… .. €7,576,004.38

to the retained earnings account, the balance, i.e. the sum of…. .. €132,450,504.94

1. The dividend for the shares held by the Company as treasury shares will be deducted from this amount. Full powers are thus granted to the Board of Directors to determine the final total amount of the distribution and, consequently, the amount to be charged to retained earnings.

The amount of dividends distributed will be eligible for the rebate of 40% benefiting, where applicable, individuals domiciled for tax purposes in France, in accordance with Article 158-3-2° of the French General Tax Code.

The shares will be traded ex-dividend on May 3, 2021 and will be paid on May 5, 2021.

In addition, it should be noted that the dividends paid out for the three previous financial years were as follows, per share:

Financial year	Dividend paid (2)
December 31, 2017	€0.48
December 31, 2018	€0.44
December 31, 2019	€0.00

1. Amount fully eligible for the 40% allowance benefiting, where applicable, natural persons domiciled in France for tax purposes, in accordance with Article 158-3-2° of the French General Tax Code.

Sixth resolution - Acknowledgement of the expiry of the term of office of Mrs. Emmanuelle

GAUTIER

The General Meeting, having taken note of the Board of Directors' report, acknowledges the expiry, at the end of this Meeting, of the term of office of Mrs. Emmanuelle GAUTIER as director.

Seventh resolution - Acknowledgement of the expiry of the term of office of Mr. Pascal

LEBARD

The General Meeting, having taken note of the Board of Directors' report, acknowledges the expiry, at the end of this Meeting, of the term of office of Mr. Pascal LEBARD as director.

Eighth resolution - Appointment of Mrs. Francoise GARNIER as director

The General Meeting, having taken note of the Board of Directors' report, resolves to appoint Mrs. Francoise GARNIER, residing at 76 rue d'Assas, 75006 Paris, a French national, as a Director, as of this day and for one term of four years expiring at the end of the General Meeting to be held in 2025 to approve the financial statements for the financial year ending December 31, 2024.

Ninth resolution - Appointment of Mr. Bernard BIRCHLER as Director

The General Meeting, having taken note of the Board of Directors' report, resolves to appoint Mr. Bernard BIRCHLER, residing at 2 ter rue de l'Eglise, 92200 Neuilly-sur-Seine, a French national, as a director, as of from this day and for a term of four years expiring at the end of the General Meeting to be held in 2025 to approve the financial statements for the financial year ending December 31, 2024.

Tenth resolution - Approval of the information referred to in Article L.22-10-9 I of the French Commercial Code relating to the remuneration of corporate officers awarded and due during the financial year ended December 31, 2020

The General Meeting, in accordance with the provisions of Article L. 22-10-34 I of the French Commercial Code, approves the information mentioned in Article L. 22-10-9 I of said Code for the financial year ended December 31, 2020, as described in the report on corporate governance prepared by the Board of Directors.

Eleventh resolution - Approval of the components of remuneration awarded and due during the financial year ended December 31, 2020 to Mr. Gilles KOHLER, Chairman of the Board of Directors.

The General Meeting, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, approves the components of the total remuneration and benefits of any kind awarded and due duringthe financial year ended December 31, 2020 to Mr. Gilles KOHLER in his capacity as Chairman of the Board of Directors, as described in the report on corporate governance prepared by the Board of Directors.

Twelfth resolution - Approval of the components of remuneration awarded and due during the financial year ended December 31, 2020 to Mr. Emmanuel VIELLARD, Chief Executive Officer

The General Meeting, in accordance with the provisions of Article L. 22-10-34 II of the French Commercial Code, approves the components of the total remuneration and benefits of any kind awarded and due during the financial year ended December 31, 2020 to Mr. Emmanuel VIELLARD in his capacity as Chief Executive Officer, as described in the report on corporate governance prepared by the Board of Directors.

Thirteenth resolution - Approval of the components of remuneration awarded and due during the financial year ended December 31, 2020 to Mr. Jean-Philippe KOHLER, Deputy Chief Executive Officer

The Shareholders' General Meeting, pursuant to the provisions of Article L. 22-10-34 II of the French Commercial Code, approves the components of the total remuneration and benefits of any kind awarded and due duringthe financial year ended December 31, 2020 Mr. Jean-Philippe KOHLER in his capacity as Deputy CEO, as described in the corporate governance report prepared by the Board of Directors.

Fourteenth resolution - Approval of the remuneration policy applicable to the Chairman of the Board of Directors

The General Meeting, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remunerationpolicy applicable to the Chairman of the Board of Directors, as described in the report on corporate governance prepared by the Board of Directors.

Fifteenth resolution - Approval of the remuneration policy applicable to the Chief Executive Officer

The General Meeting, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy applicable to the Chief Executive Officer, as described in the report on corporate governance prepared by the Board of Directors.

Sixteenth resolution - Approval of the remuneration policy applicable to the Deputy Chief Executive Officer

The General Meeting, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy applicable to the Deputy Chief Executive Officer, as described in the report on corporate governance prepared by the Board of Directors.

Seventeenth resolution - Approval of the remuneration policy applicable to directors

The General Meeting, in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, approves the remuneration policy applicable to directors, as described in the report on corporate governance prepared by the Board of Directors.

Eighteenth resolution - Share buyback program

The General Meeting, having reviewed the report of the Board of Directors, in accordance with Article

1. 22-10-62of the French Commercial Code:
2. • authorizes the Board of Directors to proceed, by any means, to purchases of Company shares, up to a maximum of 10% of the Company's share capital, i.e. 5,411,431 shares, with the exception of purchases of shares in the Company intended for the holding and subsequent delivery of shares in exchange or as payment in the context of potential external growth transactions, the limit of which will be 5% of the share capital, i.e. 2,705,715 shares, these limits being adjustable, where applicable, to take into account any capital increase or reductions that may occur during the duration of the program;
   • decides that the acquired shares will be used as follows:
   • • market-makingfor the Company's shares by an investment services provider through a liquidity agreement in accordance with the code of ethics recognized by the AMF, it being specified that, in this case, the number of shares taken into account for the calculation of the limit of 10% of the share capital of the company referred to above corresponds to the number of shares purchased, less the number of shares resold during the term of the authorization,
     • the granting of stock options or the allocation of free shares to employees and corporate officers of the company and/or its Group as well as the allocation or sale of company shares in the company or group savings plans or other similar plans,
     • the hedging of marketable securities giving the right to the allocation of shares in the company under the conditions provided for by law,
     • to retain and use shares at a later date 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,
     • the implementation of any market practice accepted or that may come to be accepted by the AMF and, more generally, the performance of any other transaction in accordance with the regulations in force, subject to informing the shareholders by press release;