Ubisoft 2000 Annual Report Download - page 27

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dance with provisions L 225-38 to L 225-43 of the Commercial
Code. It may also authorize the reimbursement of travel expen-
ses and other expenses incurred by directors in the company’s
interests.
Part IV - Powers of the Board of Directors and General
Management
ARTICLE 12:
The Board of Directors establishes the activity orientations of the
Company and supervise to their application.
The Board exercises its powers in accordance with the objects of the
company and subject to the powers explicitly granted by law to sha-
reholder meetings.
The Board may grant any authorized agent it deems fit any delega-
tion of power, temporary or permanent, within the limits defined by
the law and the present Articles of Association.
ARTICLE 13:
The Board is responsible for managing the Company, either through
the Chairman of the Board of Directors or through another natural
person appointed by the Board of Directors with the title of Chief
Executive Officer in accordance with Article L 225-51-1 of the
Commercial Code.
The Board of Directors shall choose between these two methods for
the general management of the company.
Decisions are taken in accordance with these Articles of Association
at the time of the appointment or renewed appointment of the
Chairman or the Chief Executive Officer, and remain valid until the
expiration of the first of these.
I - In accordance with Article L 225-51-1 of the Commercial Code, if
the Board decides not to separate the functions of Chairman of
the Board of Directors and Chief Executive Officer, the Chairman
shall assume responsibility for the general management of the
company, in which case the provisions below regarding the Chief
Executive Officer are applicable to him or her.
II - If the Board of Directors decides to separate the functions of
Chairman and Chief Executive Officer, then, subject to the
powers which the law explicitly sets aside for shareholder mee-
tings well as the powers which it specifically reserves for the
Board of Directors, and within the limits of the objects of the
company, the Chief Executive Officer is vested with broad powers
to act on behalf of the company under all circumstances.
If the Chief Executive Officer is also a director, his or her term
may not exceed his or her term as director.
III - In accordance with Article L 225-53 of the Commercial Code, the
Board of Directors may appoint one or more natural persons to
assist the Chief Executive Officer, with the title of Senior Vice
President.
There must be no more than five senior vice presidents.
If they are also directors, their term cannot exceed their term as
directors.
ARTICLE 14:
The General Meetings shall consist of all the shareholders, with the
exception of the company itself, Ubi Soft Entertainment. They shall
represent the totality of shareholders.
They shall be called and held in accordance with the conditions set
by the Commercial Code.
The General Meetings shall be held at the registered office or at any
other place specified in the calling notice.
They shall be chaired by the Chairman of the Board of Directors or,
failing this, by a director appointed for the purpose by the General
Meeting.
Every shareholder has the right, upon proof of his or her identity, to
take part in General Meetings by attending in person, by returning a
postal voting form, or by appointing a proxy, subject to the following
conditions:
>holders of registered shares or voting rights certificates must be
registered by name in the company register,
>holders of bearer shares must deposit, in the places specified in
the calling notice, a certificate issued by an authorized intermediary
to the effect that their shares held on the accounts will be
unavailable until the date of the Meeting.
These formalities shall be completed at least five days before the
Meeting.
In all General Meetings, voting rights attached to shares which inclu-
de a right of usufruct must be exercised by the usufructuary.
>>> TWENTY-FOURTH 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 formalities required by law wherever
necessary.
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