Ubisoft 2002 Annual Report Download - page 107

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2003
107
FINANCIAL
REPORT
Draft resolutions
to stabilize the market price for the Company's stock
by systematic intervention against the dominant market
trend for that stock;
to remit shares in exchange or in payment in connection
with financial transactions;
to purchase and sell shares as a function of changing
market conditions; (TO BE ADDED)
to deliver shares on exercise of rights attaching to securities
conferring such entitlement on the holder, by repayment,
conversion,exchange,presentation of a warrant or any other
manner;
to deliver shares in payment or exchange in connection with
external expansion transactions;
to grant stock options to employees and/or officers of the
company, or the acquisition of shares under the conditions
stipulated in Articles 443-1 et seq. of the French Labor Code
and the second paragraph of Article 225-191 of the French
Commercial Code;
to cancel shares subject to the approval of the third
resolution of the extraordinary portion of the General
Meeting in the context of capital reduction.
The General Meeting hereby authorizes the company to buy
back its own shares within the limit of 10% of the share
capital, i.e.currently 1,754,008 shares.
The maximum purchase price per share is set at €40.
The potential maximum investment would therefore amount
to €70,160,320.
Shares shall be bought back, assigned or cancelled subject to
the approval of the third resolution of the extraordinary
portion of the General Meeting, or transferred by any means
available on the market,by mutual accord,and in particular,by
way of transactions involving blocks of securities. These
means include the use of any derivative financial instrument
negotiated on a regulated market or by mutual accord,
provided that these means do not contribute in a significant
way to increasing the volatility of the share price.
Said shares may be bought,sold or transferred in one or more
batches by any means and at any time, including during
public offerings.
This buy-back authorization shall be valid for 18 months after
the date of this General Meeting.It replaces the authorization
given by the preceding General Meeting.
In order to provide for the execution of this resolution, all
necessary powers are vested in the Board of Directors for the
purpose of:
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;
giving all and any stock market orders and entering into all
and any agreements to that effect;
carrying out any other formalities,and in a general manner,
of doing all things necessary.
EIGHTH 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.
6.2
Agenda for the
Extraordinary
General Meeting
FIRST RESOLUTION
(Empowerment of the Board of Directors to issue shares
in connection with the corporate savings plan)
The General Meeting, having acquainted itself with the report
of the Board of Directors and the special report of the Statutory
Auditors, hereby authorizes the Board of Directors, subject to
Article L225-138 of the French Commercial Code,to increase the
total amount of share capital on one or more occasions, by
issuance of shares to be subscribed in cash, and reserved for
members of the salaried staff of the Company and affiliated
companies under the conditions laid down in Article L225-180
of the French Commercial Code, where such employees are
members of a corporate group savings plan.
The total number of shares that may be subscribed pursuant
to the present resolution shall not exceed 2.5% of the total
amount of stock comprising the share capital of the Company
on the date of the decision taken by the Board of
Directors. The present resolution automatically entails
shareholders' relinquishment of preferential subscription
rights to the subscription of the shares to be issued pursuant
to the above authorization.
This authorization shall be valid for two (2) years from the
present General Meeting.
All necessary powers are hereby vested in the Board of
Directors, including that of delegating the same to its
Chairman, subject to the conditions laid down in law, for the
following purposes:
to determine,in connection with each such increase in share
capital, whether the stock is to be subscribed directly by the
employees in the savings plan, or subscribed through
a mutual investment fund;
to determine all the terms and conditions governing the
operations to be conducted, and notably the subscription
price for the new shares in accordance with Article L443-5 of
the French Labor Code;
to perform all and any procedures and formalities required
for the placing on public record of the increase(s) in share
capital effected under the present authorization, to amend
the Articles of Associations accordingly and more generally
to do all things relevant and necessary.