Ubisoft 2001 Annual Report Download - page 94

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The General Meeting hereby specifically approves the level of
the premium on the above transfer of assets, in the amount
of 2,248,964.31.
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.
FOURTH RESOLUTION
(Partial transfer of assets to UBI SOFT FRANCE S.A.)
The General Meeting hereby stipulates that the partial transfer
to UBI SOFT FRANCE of the assets of the Company forming
its complete and independent business division relating to
video game sales distribution in France shall be deemed effective
only on completion of the Extraordinary General Meeting of
shareholders in UBI SOFT FRANCE 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 third resolution above dependent
after adoption on the satisfaction of this condition before
March 31, 2003.
FIFTH RESOLUTION
(Ratification of the stock option plan of October 25, 2001)
The General Meeting, having taken note of the report of
the Board of Directors, proceeding under the conditions of
quorum and majority laid down for Extraordinary General
Meetings, hereby approves all provisions of the option plan
for the subscription of stock as instituted, under the autho-
rization by the Extraordinary General Meeting of October 19,
2001, by the Board of Directors at its meeting of October
25, 2001, in order that said plan may meet the conditions
laid down by the Security Exchange Commission for qualification
as an Incentive Stock Option by the American authorities and
thus be eligible to benefit from the favorable treatment
extended to this type of plan.
The General Meeting hereby notes that the Company has
granted under the aforementioned plan 44,605 share
subscription options to officers and employees of the US-
registered companies SINISTER GAMES Inc. and UBI SOFT
ENTERTAINMENT Inc., at a subscription price of 34.51,
available for exercise, in a number of brackets, from April 25,
2002 to April 24, 2006 inclusive.
SIXTH RESOLUTION
(Empowerment of the Board of Directors to make increases
in the share capital, with accompanying maintenance of
preferential share subscription rights, up to a maximum
nominal amount of 8,000,000)
The General Meeting, proceeding under the conditions of
quorum and majority laid down for Extraordinary General
Meetings, having taken note of the report of the Board of
Directors drawn up in accordance with the provisions of
Article L 225-129 III of the Code du Commerce:
1- Hereby empowers the Board of Directors to effect, on
one or more occasions, in the proportions and on the
dates it shall judge to be appropriate, the issuance, with
accompanying maintenance of the preferential subscription
rights of the shareholders, both in France and abroad, of
the following:
(a) shares to which may nor may not be attached
warrants for the purchase of stock in the Company,
(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. Such securities
may be issued in any form compatible with the legislation
in force, and notably those forms designated in Articles
L 225-150 to L 225-176 of the Code du Commerce and
Article L 228-91 of that same Code;
(c) warrants granting their holders the right to sub-
scribe 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. The issuance of such warrants may be
effected by means of a subscription offer subject to
the conditions stipulated above, or by allocation free of
charge to the holders of existing stock, pursuant to
Article L 228-95 of the Code du Commerce.
2- Hereby resolves that the maximum total nominal value
of such increases in share capital which may be effected
immediately and/or at a future date by virtue of the powers
delegated above, shall not be greater than 8,000,000,
not including adjustments which may be made pursuant
to legal requirements. The securities to which reference
is made in paragraphs (a), (b) and (c) above, as issued
under the present resolution, may be issued in foreign
currencies, Euros or any monetary unit defined by reference
to several currencies.