Ubisoft 2000 Annual Report Download - page 22

UBI SOFT / REFERENCE DOCUMENT
>it may limit the issue to the subscribed amount, provided that said
amount reaches at least three-fourths of the approved issue;
>it may distribute all or part of the unsubscribed shares and/or other
securities as it sees fit;
>it may offer all or part of the unsubscribed shares and/or other
securities on the market.
6 - Notes that, where appropriate, the above-mentioned delegation
entails, on behalf of bearers of securities giving a right to Company
shares that may be issued, explicit waiving by the shareholders of
the pre-emptive subscription right conferred by these securities.
7 - 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 several
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.
8 - 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.
9 - Hereby decides that this delegation supersedes any earlier dele-
gation with respect to the immediate and/or subsequent issue of
company shares with cancellation of the pre-emptive subscrip-
tion right and the option of granting a preference period.
>>> NINETEENTH RESOLUTION
>>> (Upholding of authorizations in the event of a takeover bid
or a public offer of exchange of Company shares)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings and after acquainting itself with the
report by the Board of Directors, in accordance with Article 225-129
IV the Extraordinary General Meeting expressly decides that the
powers to carry out increases in capital which are delegated to the
Board of Directors in the fifteenth and sixteenth resolutions above,
shall be maintained during take-over bids and public offers of
exchanges of Company shares.
The powers delegated to the Board of Directors shall be maintained
during take-over bids and share exchange offers until the next
General Meeting convened to vote on the financial statements for
the year ending March 31, 2002.
>>> TWENTIETH RESOLUTION
>>> (Authorization granted to the Board of Directors to issue
shares as part of the Ubi Soft Group Savings Plan)
After acquainting itself with the report by the Board of Directors and
the special report by the statutory auditors, the General Meeting
authorizes the Board of Directors under the terms of Article L 225-
138 of the Commercial Code to increase the capital in one or more
tranches by issuing cash shares whose subscription shall be reser-
ved for employees of the company and its subsidiaries who, pur-
suant to Article L 225-180 of the Commercial Code, have enrolled in
a Group savings plan.
The total number of shares which may be subscribed by virtue of this
resolution on the date on which the Board decision is adopted shall
not exceed 2.5% of the number of shares making up the share capi-
tal. This resolution entails the waiving of the pre-emptive right of
shareholders to subscribe the shares to be issued pursuant to the
above authorization.
This authorization shall be valid for 2 years from the present General
Meeting.
The General Meeting delegates full powers to the Board of Directors,
including the right of delegation to the Chairman of the Board, in
accordance with the applicable laws and regulations, to:
>decide on the occasion of each capital increase whether the shares
should be subscribed directly by employees enrolled in the savings
plan or subscribed via a mutual fund;
>lay down all terms and conditions of the contemplated
transaction(s), including the subscription price of the new shares,
in accordance with Article 443-5 of the Labor Code;
>carry out any actions and formalities which may be necessary to
record the increase(s) in capital made by virtue of this authorization,
amend the Articles of Association accordingly and in general to do
whatever else may be advisable or necessary.
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