Information Concerning Items Covered by Article L. 225-100-3 of the French Commercial Code as Amended by the March 31, 2006, Public Tender Offers Act Article L. 225-100-3 requires companies whose securities are eligible for trading on a regulated market to disclose and where applicable explain the following items if they are liable to be material in the event of a public tender offer: a) the structure of the company’s capital stock; b) any restrictions contained in the by-laws on the exercise of voting rights and on the transfer of shares, or clauses contained in agreements notiﬁed to the company in application of article L. 233-11 of the French Commercial Code; c) direct or indirect shareholdings in the capital of the company known to it in virtue of articles L. 233-7 and L. 233-12; d) the list of holders of all securities carrying special control rights and the description thereof; e) control mechanisms provided for in the event of an employee share ownership system, when the employees do not exercise controlling rights; f) agreements between shareholders that are known to the company and that may entail restrictions on the transfer of shares and on the exercise of voting rights; g) the rules governing the appointment and replacement of members of the Board of Directors and amendments to the company by-laws; h) the powers of the Board of Directors and in particular concerning the issuance or buyback of shares; i) agreements entered into by the company that will be modiﬁed or terminated in the event of change of company control; agreements providing for the payment of indemnities to members of the Board of Directors or employees in the event of resignation or dismissal without genuine and serious cause, or if their employment is terminated by reason of a public tender offer.
Under present conditions, none of these items is liable to be of consequence in the event of a public tender offer for the shares of Lectra SA. Corporate Social and Environmental Responsibility Policy Disclosures required under the July 12, 2010 “Grenelle II” Act (Law no. 2010-788) are presented in a separate report (available in French only) appended to the Board of Directors’ report submitted to the Annual Shareholders’ Meeting on April 30, 2015. The company had designated PricewaterhouseCoopers to verify disclosures in respect of ﬁscal 2014. Diversity, Ethical Values and Core Values Uncompromising ethical rigor in the conduct of its business activities, and respect for the individual, are fundamental values of Lectra. Lectra rejects all notion or practice of discrimination between people, notably on grounds of sex, age, handicap, ethnic origin, social origin, or nationality. This principle ensures fair treatment in terms of equal career opportunities and equal pay. As for diversity, it has been one the most fundamental features since its very beginning and extends well beyond barring discrimination of any sort. Lectra’s teams operate in 35 countries and represent 50 different nationalities. They work side by side every day, drawing enhanced creativity and vigor from their differences. Lectra’s strong corporate culture is built on ﬁve core values shared by all Lectra team members worldwide: entrepreneurship, leadership, innovation, excellence, and customer care. Open-minded and dynamic, it emphasizes teamwork transcending geographic and cultural barriers, as well as a keen sense of individual responsibility. It has forged a company with a strong identity, attuned to the evolution of its customers, its markets, and their macroeconomic cycles. Whenever possible, Lectra facilitates internal mobility, with appropriate support, in order to enrich its employees’ know-how and preserve their employability. Social Policy The Group’s ambition is to develop and consolidate its position as world leader. Building on its proximity to its customers, it forges long-term relationships with them
74 – 2014 Financial Report
Management discussion and analysis