Ubisoft 2000 Annual Report Download - page 19

In order of priority, the objectives are as follows (depending on the
available opportunities):
>to stabilize the company’s stock price by systematic counterba-
lancing action,
>to deliver shares in payment or exchange for the purposes of
external growth,
>to hold shares and when necessary to transfer them, in particular
by sale on the stock market, either over-the-counter or in blocks,
>to grant stock options to the employees and/or officers of the
company, or to propose the acquisition of shares on the terms laid
down in Article 443-1 et seq. of the Labor Code and the second
paragraph of Article L 225-196 of the Commercial Code.
The General Meeting authorizes the company to buy back its own
shares within the limit of 10% of the share capital, i.e. currently
1,709,066 shares.
The maximum purchase price per share is fixed at 60 and the mini-
mum selling price per share at 25.
Such shares shall be bought back or resold by trading on the market
or over-the-counter. This authorization is valid only for 18 months
from the date of this Meeting. Said shares may be bought, sold or
transferred in one or more tranches by any means and at any time,
including during public offerings.
For the purpose of implementing this resolution, the Board of
Directors is given full powers to:
>prepare all prospectuses, file all declarations and complete all
formalities vis-à-vis the Commission des Opérations de Bourse
(securities and exchange commission) and the Conseil des Marchés
Financiers (financial markets regulation committee);
>place all stock orders or sign all agreements to this end;
>comply with all other formalities and in general to take whatever
action may be necessary.
This authorization cancels and replaces the authorization granted to
the Board of Directors by the General Meeting of September 13,
2000.
>>> TWELFTH RESOLUTION
>>> (Renewal of the term of an incumbent statutory auditor)
The General Meeting renews for a period of six financial years, to
expire at the General Meeting which will vote on the accounts for the
financial year ending March 31, 2007, the term of the incumbent sta-
tutory auditor held by the Compagnie Consulaire d’Expertise
Comptable Jean Delquie, represented by Mr Benoît Fléchon.
>>> THIRTEENTH RESOLUTION
>>> (Renewal of the term of an alternate statutory auditor)
The General Meeting renews the term of the alternate statutory
auditor, Mr Jean Delquie, for a term of six financial years, to expire at
the General Meeting which will vote on the accounts for the financial
year ending March 31, 2007.
>>> FOURTEENTH RESOLUTION
>>> (Powers for formalities)
The General Meeting invests the bearer of a copy or excerpt of the
minutes of the present General Meeting with full powers to make all
the deposits and carry out all the formalities required by law where-
ver necessary.
2) EXTRAORDINARY AGENDA
>>> FIFTEENTH RESOLUTION
>>> (Simplified merger between Ubi Soft Entertainment SA and
Ubi Ventures SA)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings, and after hearing the report by the
special auditor, commissaire aux apports Mr Travers, appointed by
order of the President of the Rennes Commercial Court on August 7,
2001 for UBI VENTURES and UBI SOFT ENTERTAINMENT, and after
having examined the draft agreement under which UBI VENTURES
SA will contribute its entire holdings (assets and liabilities) to UBI
SOFT ENTERTAINMENT under the merger, the Extraordinary General
Meeting:
1 - Accepts and approves all the provisions of the above-mentioned
merger transaction;
2 - Hereby decides that the merger will take effect retroactively as of
April 1, 2001;
3 - Hereby decides that, since UBI SOFT ENTERTAINMENT has held
all the shares of its subsidiary, UBI VENTURES, since a date pre-
ceding that when the merger was applied for at the Clerk’s Office
of the Rennes Commercial Court, the merger contribution shall
not be compensated by an increase in capital, and that the com-
pany acquired shall, once the merger is finally completed once
and for all, be immediately wound up without liquidation;
4 - Hereby decides that the difference between the value of the net
assets contributed by UBI VENTURES, i.e. FF 663,831,113, and
the net book value of the holdings of UBI SOFT ENTERTAINMENT
in UBI VENTURES, i.e. 100,000,000 1-euro shares, the equivalent
of FF 655,957,000, constitutes a merger bonus which will be
booked as extraordinary revenue in the income statement.
18