Ubisoft 2001 Annual Report Download - page 93

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FINANCIAL REPORT
Resolutions
5.2 Agenda for the extraordinary general
93
FIRST RESOLUTION
(Partial transfer of assets to UBI EMEA SARL)
The General Meeting, having taken note of the agreement
for the partial transfer of assets, the report of the Board
of Directors, and the report of the official auditor appointed
for the corporate split, proceeding under the conditions of
quorum and majority laid down for Extraordinary General
Meetings, hereby declares that it approves all the provisions
contained in the aforementioned agreement signed with UBI
EMEA, along with all its annexes, determining the transfer
to the latter,
firstly, of the complete, independent division of the business
relating to video game production, for which the assets thus
transferred are valued at 1,689,141.27, with associated
liabilities also transferred estimated at 1,476,998.49 and,
secondly, the complete, independent division of the business
relating to video game sales distribution in Europe, Asia and
the Middle East, for which the assets thus transferred are
valued at 68,366,629.17, with associated liabilities also
transferred estimated at 13,427,872.21, provided however
that it has been expressly agreed that UBI SOFT ENTER-
TAINMENT offers no joint and several guarantee for the
liabilities associated with the two aforementioned divisions,
such liabilities having been entirely taken over by UBI EMEA,
and
that all transactions completed since April 1st, 2002 in connec-
tion with the transferred divisions shall be deemed to have
been conducted, whether the result is in debit or credit, for
the account and on behalf of UBI EMEA.
The General Meeting hereby notes that the above partial
transfer of assets shall be remunerated by means of the
issuance by UBI EMEA of 11,952,104 new shares each with
a nominal value of 1 euro, all entirely paid up and all allocated to
UBI SOFT ENTERTAINMENT with an effective date retroactive
to April 1st, 2002.
The General Meeting hereby specifically approves the level of
the premium on the above transfer of assets, in the amount
of 43,198,795.74.
The General Meeting hereby vests all necessary powers in
the bearer of a copy or extract hereof for the purpose of
carrying out all and any formalities required by law.
SECOND RESOLUTION
(Partial transfer of assets to UBI EMEA SARL)
The General Meeting hereby places on record that the
transfer of that part of the assets of the Company forming
its business divisions relating to the production of video
games and their distribution in Europe, Asia and the Middle
East to UBI EMEA, shall be deemed effective only on completion
of the Extraordinary General Meeting of shareholders in UBI
EMEA approving such transfer and effecting the associated
increase in that company's share capital. As a consequence,
the General Meeting hereby makes the continuing validity of
the first resolution above dependent after adoption on the
satisfaction of this condition before March 31, 2003.
THIRD RESOLUTION
(Partial transfer of assets to UBI SOFT FRANCE SA)
The General Meeting, having taken note of the agreement
for the partial transfer of assets, the report of the Board
of Directors, and the report of the official auditor appointed
for the corporate split, proceeding under the conditions of
quorum and majority laid down for Extraordinary General
Meetings, hereby declares that it approves all the provisions
contained in the aforementioned agreement signed with UBI
SOFT FRANCE, along with all its annexes, determining the
transfer to the latter of the complete, independent division
of the business relating to video game sales distribution in
France, for which the assets thus transferred are valued at
24,807,861.94, with associated liabilities also transferred
estimated at 2,088,288.88, provided however that it has
been expressly agreed that UBI SOFT ENTERTAINMENT
offers no joint and several guarantee for the associated
liabilities, these having been entirely taken over by UBI SOFT
FRANCE, and
that all transactions completed since April 1st, 2002 in
connection with the transferred division shall be deemed to
have been conducted, whether the result is in debit or credit,
for the account and on behalf of UBI SOFT FRANCE.
The General Meeting hereby notes that the above partial
transfer of assets shall be remunerated by means of the
issuance by UBI SOFT FRANCE of 1,342,335 new shares
each with a nominal value of 15.25, all entirely paid up, and
all allocated to UBI SOFT ENTERTAINMENT with an effective
date retroactive to April 1st, 2002.