Maximum Percentage of Capital Stock and Maximum Number of Shares that the Company Proposes to Purchase As previously, this program will concern a variable number of shares such that the company does not come to hold a number of treasury shares exceeding 3% of the capital stock (representing 915,306 shares at the date of this report), adjusted for transactions that may affect it subsequent to the date of the Ordinary Shareholders’ Meeting, where appropriate. Characteristics of Shares Concerned by the Buyback Program Lectra shares are listed on compartment B on Euronext (ISIN code: FR0000065484). The Board of Directors will provide shareholders with the information required in articles L. 225-211 of the French Commercial Code, in its reports to the Annual Shareholders’ Meeting. The Board of Directors has proposed the following terms: – maximum purchase price: €20 per share; – gross maximum amount to be utilized in the stock buyback program: €3 million. If the shareholders approve this resolution, the new program will replace the one authorized by the General Shareholders’ Meeting of April 30, 2014. It will have a duration of eighteen months from the date of the Annual Shareholders’ Meeting, i.e. until October 30, 2016.
13. REPORT ON AUTHORITY TO INCREASE
THE CAPITAL Article L. 225-100 of the French Commercial Code, as amended by the Executive Order (Ordonnance) of June 24, 2004, requires that the Management Discussion and Analysis comprises a table summarizing the authorities and powers granted to the Board of Directors by the Shareholders’ Meeting, with respect to capital increases in application of articles L. 225-129-1 and L. 225-129-2 of the French Commercial Code, and their utilization by the Board of Directors in the course of the year. The table is attached to this report. The Extraordinary Shareholders’ Meeting of April 30, 2014 authorized the issuance of shares within the framework of a stock option plan for a period of thirtyeight months expiring on June 30, 2017 (see chapter 7). This authority automatically terminated the authority to issue shares within the framework of a stock option plan, decided by the Extraordinary Shareholders’ Meeting of April 27, 2012.
14. BUSINESS TRENDS AND OUTLOOK
The company entered 2015 with even more solid operating fundamentals than in 2014 and an even stronger balance sheet. 2015 Outlook As for the past two years, 2015 looks unpredictable. Persistent macroeconomic, geopolitical and monetary uncertainty is liable to delay the revival of conﬁdence and will continue to weigh heavily on companies’ investment decisions. Furthermore, Lectra sales teams in place should progressively gain momentum. More Favorable Currency Parities The company has based its 2015 scenarios on exchange rates at December 15, 2014, notably $1.25/€1. The effect of converting 2014 results to the chosen 2015 exchange rates is to increase revenues and income from operations before non-recurring items by €4.5 million and €2.6 million, respectively, to €215.8 million and €22.4 million. The operating margin before non-recurring items increases by 1 percentage point to 10.4%.
11. POST CLOSING EVENTS
No signiﬁcant event has occurred since December 31, 2014.
12. FINANCIAL CALENDAR
The Annual Shareholders’ Meeting will take place on April 30, 2015. First, second, and third quarter earnings for 2015 will be published on April 29, July 30, and October 29, 2015, respectively, after the close of trading on Euronext. Full-year earnings for 2015 will be published on February 11, 2016.
80 – 2014 Financial Report
Management discussion and analysis