Ubisoft 2001 Annual Report Download - page 92

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Board of Directors and the prospectus approved by the
Commission des Opérations de Bourse, hereby authorizes
the Board of Directors, in accordance with the provisions of
Article L 225-209 of the Code du Commerce, to trade in its
own shares on the stock market.
The purchase, sale or transfer of such shares may be effected
by any means on the stock market or by private transaction,
and may notably involve blocks of shares (without limit as to
volume), on one or more occasions and, where applicable, in
the event of a public takeover bid.
The maximum purchase price per share is hereby set at 50.00
and the minimum sale price per share at 8.00.
The General Meeting hereby authorizes the Board of Directors
to redeem shares in the Company up to a maximum of 10%
of the registered share capital, this being equal at the date
hereof to a maximum of 1,736,873 shares, with a maximum
nominal stock value of 86,843,650, as based on the maxi-
mum purchase price of 50.00 authorized above.
The objectives of such trading would be, in order of priority,
and depending on the opportunities arising, as follows:
■ stabilization of the market price for the Company's stock
by systematic intervention against the dominant market
trend for that stock; purchase and sale of shares to
reflect the changing market situation;
■ delivery of shares on exercise of rights attaching to secu-
rities conferring such entitlement on the holder, by repay-
ment, conversion, exchange, presentation of a voucher or
any other manner;
■ delivery of shares as payment or exchange of value in
connection with operations for growth by acquisition;
■ allocation to employees or officers of the Company and
affiliated entities, enabling them to benefit from the
Company's growth, of an option plan for the purchase or
subscription of shares, or a corporate savings plan;
■ in order to facilitate the unblocking of cross equity holdings;
■ cancellation of shares.
Shares acquired in this way may be retained, sold, transferred
or cancelled in accordance with the terms of authorization
granted by the eleventh resolution on the agenda for the
extraordinary business of the General Meeting.
This authorization shall remain valid for a maximum period of
18 months from the date of the present General Meeting.
It cancels and supersedes the authorization previously granted
to the Board of Directors by the Ordinary General Meeting
of September 29, 2001.
In order to ensure proper implementation of the present
resolution, all necessary powers are vested in the Board of
Directors for that purpose:
■ for the drawing up of all and any prospectuses, the making
of all and any declarations and the performance of all and
any formalities with respect to the Commission des
Opérations de Bourse and the Conseil des Marchés
Financiers;
■ to give all and any stock market orders and to enter into
all and any agreements to that effect;
■ to carry out all and any other formalities, and generally to
do all things necessary.
EIGHTH RESOLUTION
(Ratification of the relocation of the principal place of business
of the Company in accordance with Article L 225-36 of the
Code du Commerce)
The General Meeting hereby ratifies, in accordance with
Article L225-36 of the Code du Commerce, the relocation,
as from January 2, 2002, of the Company's principal place
of business from 61 Rue Saint Hélier, Rennes (35000),
France to 107 Avenue Henri Fréville BP 10704, 35207 Rennes
cedex 2, France, as determined by the Board of Directors at
its meeting of January 2, 2002.
NINTH RESOLUTION
(Vesting of powers for legal formalities)
The General Meeting hereby vests all necessary powers in
the bearer of a copy or extract of the minutes of the present
General Meeting for the purpose of carrying out all and any
filings or other formalities required by law.