Ubisoft 2001 Annual Report Download - page 95

FINANCIAL REPORT
Resolutions
95
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 pursuant 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 accor-
dance with the law. In addition, the Board of Directors is
hereby empowered to confer upon shareholders the right
to enter applications for the subscription of an adjusta-
ble number of shares above their basic fixed entitlement,
in proportion to the latter, and, in any event, up to the
limit of the application made.
If adjustable subscription applications, and, if applicable,
applications for basic fixed entitlement do not take up
the total number of shares or other securities as defined
above, the Board may exercise one and/or other of the powers
described below, in the order it deems appropriate:
■ limitation of the issue to the amount subscribed, subject
to the condition that such amount must be equal to at
least three-quarters of the planned issue;
■ the freely determined allocation of all or part of the shares
and/or other securities not subscribed;
■ the public offering of all or part of the shares and/or
other securities not subscribed.
5- Hereby stipulates that where applicable the above de-
legation of powers shall automatically entail, for the benefit
of holders of securities which may be issued with accom-
panying deferred entitlement to stock in the Company,
the express relinquishment by the shareholders to their
preferential rights of subscription to which such securi-
ties entitle them.
6- Hereby resolves that the maximum amount of debt
securities issues shall not exceed 300,000,000, or a
value equivalent to this in the event of issuance in a foreign
currency or an accounting unit defined with reference to
several foreign currencies, at the date of the decision to
proceed with the issue; provided however that such maxi-
mum amount shall include all debt securities for the issuance
of which powers have been delegated to the Board of
Directors by the present General Meeting.
7- Hereby resolves that the present powers are confer-
red upon the Board of Directors, in compliance with the
provisions of L 225-129 of the Code du Commerce, for a
period of twenty-six months.
The Board of Directors shall enjoy all powers, including
that of delegating same to its Chairman, subject to the
conditions laid down in law, for the implementation of the
present authority, most notably for the purpose of deter-
mining the dates and terms governing issues, the form
and characteristics of the securities involved, the governing
prices and conditions, the amounts to be issued, the
subscription and effective dates, even where retroactive,
for the securities, the manner in which the issued shares
or other securities are to be paid up, and, where applicable,
to define the terms on which they may be redeemed on
the stock market, and generally to take all relevant steps
and to enter into any and all agreements in furtherance
of the due completion of the planned issues, to place on
record the increases in share capital resulting from
issues effected pursuant to the powers conferred hereun-
der, and to make the corresponding amendments to the
Bylaws of the Company. In addition, the Board of Directors
or its Chairman is empowered, where applicable, to charge
to the issue premium(s) all and any costs, and notably
expenses, dues and fees arising from the completion of
the issues.
In the event of the issuance of debt securities, the Board of
Directors shall enjoy all powers, including that of delegating
same to its Chairman, notably to determine whether such
instruments are to be subordinated or not, to set their rate
of interest, their term, the repayment price, whether fixed
or variable, with or without premium, the manner of their
amortization in accordance with market conditions, and the
terms on which such securities may grant entitlement to
stock in the Company.
8- Hereby resolves that the present empowerment shall
cancel any and all prior authority given for the issuance,
whether immediate and/or deferred, of stock in the Company
with accompanying maintenance of preferential stock sub-
scription rights.
SEVENTH RESOLUTION
(Empowerment of the Board of Directors to make increases
in the share capital of the Company with accompanying
cancellation of preferential stock subscription rights, up to
a total 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 and the special report of the Statutory Auditors,
drawn up in accordance with the provisions of Article L 225-
129 III of the Code du Commerce: