Ubisoft 2000 Annual Report Download - page 20

UBI SOFT / REFERENCE DOCUMENT
>>> SIXTEENTH RESOLUTION
>>> (Conversion of the capital into euros - Increase in capital -
Amendment of the Articles of Association)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings and read the report by the Board of
Directors, the Extraordinary General Meeting hereby decides to exp-
ress the share capital in euros, which amounts to FF 34,181,330, divi-
ded into 17,090,665 shares with a face value of FF 2, with the conver-
sion carried out by applying the official conversion rate of one (1)
euro to FF 6.55957.
The General Shareholders Meeting, having heard the report by the
statutory auditors, hereby decides to round the share face value up
to the next euro cent, i.e. 0.31 euro, which results in a conversion dif-
ferential of 87,195.98 euros.
The General Meeting thus decides to increase the share capital by
87,195.98 euros by drawing this sum from the “other reserves” item.
As a consequence, the General Meeting hereby decides to amend
Article 4 of the Articles of Association as follows:
“The share capital is set at 5,298,106.15 (five million two hundred
ninety eight thousand one hundred six euros fifteen cents). It is divi-
ded into 17,090,665 (seventeen million ninety thousand six hundred
sixty five) shares each with a face value of 0.31 euro (thirty one
cents), and each fully paid up.”
The General Meeting hereby decides that the Board of Directors will
have full powers, including the option of delegation to its Chairman,
to implement this delegation and in particular to set the effective
date for conversion of the share capital, which must take place no
later than January 1, 2002.
>>> SEVENTEENTH RESOLUTION
>>> (Delegation granted to the Board of Directors to carry out
increases in capital while maintaining the subscription right
up to a maximum nominal value of  8,000,000)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings and acquainted itself with the
report by the Board of Directors and the special report by the statu-
tory auditors, which were prepared in accordance with Article 225-
219 III of the Commercial Code, the Extraordinary General Meeting:
1 - Invests the Board of Directors with all powers necessary to issue,
in one or more tranches, and in such proportions and at such
times as it shall decide, with preservation of the subscription
right of shareholders in France and abroad:
(a) shares, with or without warrants;
(b) securities giving a right, by subscription, conversion, exchange,
redemption, presentation of a warrant, a combination of these
means or in any other manner, to the allocation, at any time or on
a fixed date, of securities representing a share in the company’s
capital and issued or to be issued for this purpose. These securi-
ties may take any form compatible with the laws in force and in
particular one of the forms covered by Articles L 225-150 to
L 225-176 of the Commercial Code and Article L 228-91 of the
same Code;
(c) warrants granting their holders the right to subscribe securities
representing a share in the company’s capital, and authorizes the
Board of Directors to increase the share capital to allow said war-
rants to be exercised. Said warrants may be issued by means of
subscription offers on the above terms or by awarding them free
of charge to shareholders of record in accordance with Article
L 228-95 of the Commercial Code.
2 - Hereby decides that the maximum nominal amount of capital
increases which may be carried out immediately and/or subse-
quently by virtue of the above delegation shall not exceed
8,000,000, not including any adjustments made in accordance
with the law. The securities referred to in paragraphs (a), (b) and
(c) above which are issued under the terms of this resolution may
be issued in French francs, foreign currency, euros or other cur-
rency units based on several currencies.
3 - Hereby decides that the amount of the immediate or deferred
authorized capital increases carried out by virtue of the powers
delegated by the General Meeting to the Board of Directors pur-
suant to this resolution shall be charged to the total nominal
amount of 8,000,000 provided for in this resolution.
4 - Hereby decides that the shareholders may exercise their pre-
emptive right as shareholders of record in accordance with the
law. Moreover, the Board of Directors may grant the shareholders
a subsidiary right to subscribe a larger number of securities than
the number to which they are entitled as shareholders of record,
in proportion to their subscription rights and in any event within
the limit of their request.
If subscriptions by virtue of the pre-emptive right of shareholders of
record and, where applicable, a subsidiary right do not absorb the
entire issue of shares or securities stipulated above, the Board may
use one or more of the following options in the sequence it consi-
ders most appropriate:
>it may limit the issue to the subscribed amount, provided that said
amount reaches at least three-fourths of the approved issue;
>it may distribute all or part of the unsubscribed shares and/or other
securities as it sees fit;
>it may offer all or part of the unsubscribed shares and/or other
securities on the market.
5 - Notes that, where appropriate, the above-mentioned delegation
entails, on behalf of bearers of securities giving a right to
Company shares that may be issued, the explicit waiving by the
shareholders of the pre-emptive subscription rights conferred by
these securities.
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