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UBI SOFT / REFERENCE DOCUMENT
17
3.6. DRAFT RESOLUTIONS SUBMITTED FOR APPROVAL
TO THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL
MEETING ON SEPTEMBER 14, 2001
>>>
1) ORDINARY AGENDA
>>> FIRST RESOLUTION
>>> (Approval of the corporate and consolidated accounts)
After hearing the management report by the Board of Directors and the
general report by the statutory auditors, the General Shareholders’
Meeting approves the corporate and consolidated accounts for the
year ending 03/31/01 as presented, together with the transactions
recorded in these accounts or summarized in these reports.
>>> SECOND RESOLUTION
>>> (Approval of the agreements covered by Articles L 225-38
and L 225-42 of the Commercial Code)
After hearing the special statutory auditors’ report on the agree-
ments governed by Articles L 225-38 and L 225-42 of the Commercial
Code, the General Meeting approves its conclusions.
>>> THIRD RESOLUTION
>>> Allocation of Corporate Profits
The General Shareholders Meeting hereby decides to carry forward
the loss on March 31, 2001 in the amount of FF 55,160,337.94.
In addition, the General Meeting takes note that no dividend has
been distributed in the three preceding financial years.
>>> FOURTH RESOLUTION
>>> (Discharge of the Directors)
The General Meeting grants the directors discharge for their mana-
gement during the financial year ending on March 31, 2001.
>>> FIFTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Mr Yves Guillemot’s term as
Director expires today, hereby re-elects him for six years, i.e. until
the Ordinary General Meeting which will vote on the accounts for the
financial year ending March 31, 2007.
>>> SIXTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Mr Michel Guillemot’s term
as Director expires today, hereby re-elects him for six years, i.e. until
the Ordinary General Meeting that will vote on the accounts for the
financial year ending March 31, 2007.
>>> SEVENTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Mr Claude Guillemot’s term
as Director expires today, hereby re-elects him for six years, i.e. until
the Ordinary General Meeting that will vote on the accounts for the
financial year ending March 31, 2007.
>>> EIGHTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Mr Gérard Guillemot’s term
as Director expires today, hereby re-elects him for six years, i.e. until
the Ordinary General Meeting that will vote on the accounts for the
financial year ending March 31, 2007.
>>> NINTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Mr Christian Guillemot’s
term as Director expires today, hereby re-elects him for six years, i.e.
until the Ordinary General Meeting that will vote on the accounts for
the financial year ending March 31, 2007.
>>> TENTH RESOLUTION
>>> (Re-election of a Director)
The General Meeting, having noted that Ms Yvette Guillemot’s term
as Director expires today, hereby re-elects her for six years, i.e. until
the Ordinary General Meeting that will vote on the accounts for the
financial year ending March 31, 2007.
>>> ELEVENTH RESOLUTION
>>> (Authorization for the company to purchase and sell its
own shares)
Having acquainted itself with the report by the Board of Directors
and the prospectus endorsed by the Commission des Opérations de
Bourse (securities and exchange commission), and having satisfied
the quorum and majority requirements for Ordinary General
Meetings, the General Meeting authorizes the Board of Directors to
trade in its own stock on the stock exchange, pursuant to Article
L225-209 et seq. of the Commercial Code.