Ubisoft 2000 Annual Report Download - page 21

6 - Hereby decides that the maximum principal of debt securities
shall not exceed 300,000,000, or its equivalent value if they
are issued in a foreign currency or a currency unit based on seve-
ral currencies, on the date when the issue is approved, on the
understanding that said amount shall apply to all debt securities
whose issue is delegated to the Board of Directors by this
General Meeting.
7 - Hereby decides that this power shall be delegated to the Board of
Directors for a period of twenty-six months in accordance with
Article L 225-219 of the Commercial Code.
The Board of Directors shall have full powers, including the right of
delegation to its Chairman in accordance with the law, to implement
the present delegation, in particular the power to set the dates and
determine the conditions of such issues and the form and characte-
ristics of the securities to be created, to set the prices and terms of
the issues, to fix the amounts to be issued, to set the subscription
dates and dated dates of the securities to be issued, including retro-
actively, to determine the method of payment for the shares or other
securities issued, where applicable to lay down their buyback terms
on the stock market, and in general to take any action which may be
necessary and sign any agreements needed to float the contempla-
ted issues successfully, to note completion of the capital increase(s)
resulting from issues floated by virtue of this delegation, and to
amend the Articles of Association accordingly. Furthermore, the
Board of Directors or its Chairman may where appropriate charge all
expenses to the issue premium(s), particularly the costs, duties and
fees generated by such issues.
In the case of issues of debt securities, the Board of Directors shall
have full powers, including the right of delegation to its Chairman, to
decide whether said securities shall be subordinated or not, to set
their interest rates, maturity, fixed or variable redemption price, with
or without premium, amortization terms based on market condi-
tions, and the terms on which such securities will give their holders
a right to the Company’s shares.
8 - Hereby decides that this delegation supersedes any earlier dele-
gation with respect to the immediate and/or subsequent issue of
company shares, with or without preservation of the pre-emptive
subscription right.
>>> EIGHTEENTH RESOLUTION
>>> (Delegation granted to the Board of Directors to carry out
capital increases with cancellation of the pre-emptive
subscription right up to a maximum nominal amount 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 was prepared in accordance with Article L 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, without pre-emptive subscription right
for 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 way, 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 securities
may take any form compatible with current law 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 permit said
warrants to be exercised. Said warrants may be issued by
subscription offers on the above terms or in the form of bonus
warrants issued free of charge to shareholders of record, pursuant
to 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
subsequently 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 currency
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 to cancel the pre-emptive right of shareholders
to the securities to be issued, on the understanding that the
Board of Directors may grant the shareholders a right of first
refusal to any part of the issue, for a period and on terms set by
the Board. Said right of first refusal shall not create negotiable
rights but may, if the Board so decides, be exercised by the sha-
reholders in their capacity as shareholders of record or as a sub-
sidiary right.
5 - Hereby decides that, if subscriptions by the shareholders and
other investors do not absorb the entire share or securities issue
stipulated above, the Board may use one or more of the following
options in the sequence it considers most appropriate:
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