Ubisoft 2000 Annual Report Download - page 26

UBI SOFT / REFERENCE DOCUMENT
Under current legislation, as long as there are any outstanding share
subscription warrants the company must not amortize its share capi-
tal or reduce it by means of reimbursement, or modify the distribu-
tion of its profits. However, the company may create non-voting pre-
ferred shares, provided that the rights of holders of share subscrip-
tion warrants are reserved.
In the event of transactions involving a pre-emptive subscription
right reserved for shareholders of record, holders of warrants from
this issue shall be informed thereof before the transaction begins by
a notice in the Bulletin des Annonces Légales Obligatoires and by
registered post.
Furthermore, in the event of an operation leading to an adjustment
of the basis for exercising these warrants, the bearers of warrants
shall be informed of the new basis by a notice in the Bulletin des
Annonces Légales Obligatoires and by registered post.
>>> TWENTY-THIRD RESOLUTION
>>> (Adaptation of the Articles of Association to comply with the
law on new business regulations)
The General Meeting hereby decides to adapt the Articles of
Association to Law 2001-420 dated May 15, 2001 on new business
regulations and amends Articles 9, 10, 11, 12, 13 and 14 as follows:
Part III - Administration
ARTICLE 9:
The company is managed by a Board with at least three members
and at most eighteen members, subject to the exception provided by
law in the event of mergers.
During the lifetime of the company, directors are appointed or re-
elected by the Ordinary Shareholders Meeting. However, in the
event of a merger or demerger, an appointment can be made by the
Extraordinary General Meeting which decides on the transaction.
The term of directors shall be six years.
Under current laws and regulations, when a director is appointed to
replace another, the new appointee simply completes the remaining
term of the person replaced.
The functions of a director come to an end on completion of the
Ordinary General Meeting held in the year during which his or her term
expires in order to vote on the accounts for the previous financial year.
Directors are always re-eligible.
Directors must not be over the age of 80.
Each director must own at least one share.
ARTICLE 10:
I - The Board of Directors elects a Chairman from among its mem-
bers, who are natural persons, and fixes his or her term of office,
which may not exceed his or her term as a director and is subject
to the statutory age limit. The Chairman represent the Board,
organise and leads the debates.
The Board may also appoint a secretary, not necessarily from
among its own members, for a term to be set by the Board.
The Chairman and secretary can always be re-elected.
II - The Board shall meet as often as the company’s interests requi-
re. It shall meet when convened by its Chairman or at least one-
third of the directors, even if its most recent meeting was less
than two months earlier.
Meetings of Board of Directors are held at the registered office or
at any other place indicated in the calling notice.
The meeting may be convened by any means, including orally.
Board meetings are always valid, even if not convened, whenever
all the members are present or represented.
III - Meetings of the Board of Directors may be chaired by the
Chairman, a director proposed for this purpose by the Chairman
or, failing this, by the eldest director.
Any director unable to attend a Board meeting may give written
permission to one of his or her colleagues to represent him or
her for this purpose, but no director may represent more than
one of his or her colleagues, and power to represent a colleague
can only be given for a specific Board meeting.
A quorum of at least half the Board members is required for a
valid meeting.
Decisions are taken by a majority vote of present or represented
members. In the event of a tie, the Chairman of the meeting shall
have the casting vote, except when the decision relates to a pro-
posal for the appointment of the Chairman of the Board of
Directors.
IV - Copies or extracts of the minutes of these meetings may legiti-
mately be certified by the Chairman of the Board of Directors,
the Chief Executive Officer, a senior vice president or a proxy
specially authorized for this purpose.
ARTICLE 11:
I - The Ordinary General Meeting may grant directors fees to the
directors in accordance with existing law.
The Board of Directors may distribute this payment among its
members as it deems fit.
II - The remuneration of the Chairman, the CEO and any senior vice
presidents is set by the Board of Directors as it deems fit.
III - The Board may allocate exceptional remuneration for assign-
ments or responsibilities entrusted to directors under the terms
which apply to agreements requiring authorization, in accor-
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