Ubisoft 2001 Annual Report Download - page 96

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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 cancellation 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 subscription 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 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 subscribe
securities representing a share in the company's capital,
and, in order to permit said warrants to be exercised,
hereby authorizes the Board of Directors to increase the
Company's share capital. The issuance of such warrants
may be effected either on the basis of a subscription
offer subject to the conditions set forth here in 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 conferred as described 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 Euros, foreign currencies or any monetary unit
defined by reference to several currencies.
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 resolves to cancel the preferential subscription
rights for shareholders with respect to the securities to
be issued, it being understood that the Board of Directors
may grant shareholders an entitlement to priority sub-
scription of all or part of the issue during a period and on
the terms it shall determine. Such priority right of sub-
scription shall not entail the creation of negotiable rights,
but may, if the Board of Directors considers it appro-
priate, be exercised on the basis of applications for both
basic fixed entitlement and additional adjustable amounts
of stock.
5- Hereby resolves that if subscription applications from
existing shareholders and the general public do not take
up the total quantity of shares or other securities to be
issued under the terms set forth above, the Board may
exercise one and/or other of the powers described below,
in the order it deems appropriate:
■ limitation, where applicable, 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 some of the
shares and/or other securities not subscribed;
■ the public offering of all or some of the shares and/or
other securities not subscribed.
6- Hereby stipulates that, where applicable, the above
empowerment 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 of their
preferential rights of subscription to which such securities
entitle them.
7- Hereby resolves that the maximum principal amount of
debt securities issued cannot 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 instruments for the
issuance of which the Board of Directors has been empo-
wered by the present General Meeting.
8- Hereby resolves that the present empowerment of the
Board of Directors shall, in compliance with the provisions
of L 225-129 of the Code du Commerce, remain in force
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 condi-
tions laid down in law, for the implementation of the present
authority, most notably for the purpose of determining the
dates and terms governing issues, the form and characte-
ristics of the securities involved, the governing prices and