Ubisoft 2003 Annual Report Download - page 122

FIRST RESOLUTION
(Approval of the parent company’s financial statements for
the fiscal year ending March 31, 2004, and auditor’s final
discharge to the Board members)
Having familiarized itself with the administrative report of the
Board of Directors, the report from the Chairman of the Board
of Directors (pursuant to Article L. 225-37 of the Commercial
Code) and the reports presented by the statutory auditors, the
General Meeting approves the parent company’s financial
statements, dated March 31, 2004, as presented, showing a
profit of ¤1,305,237.48. In addition, the General Meeting
approves the transactions recorded in these statements and
summarized in these reports. It therefore grants the Board
members full, final and unqualified discharge from the perform-
ance of their mandate for the fiscal year ending March 31, 2004.
SECOND RESOLUTION
(Appropriation of net income for the fiscal year ending
March 31, 2004)
The General Meeting hereby resolves to apply net income for
the fiscal year, amounting to ¤1,305,237.48, to the profit and
loss account reserve brought forward. The General Meeting also
notes that no dividends have been paid out during the preceding
three fiscal years.
THIRD RESOLUTION
(Approval of the consolidated financial statements for the
fiscal year ending March 31, 2004)
After hearing the report from the statutory auditors regarding
the consolidated accounts, the General Meeting approves the
consolidated accounts, dated March 31, 2004, as presented,
together with the transactions recorded in these accounts
and summarized in the reports by the Board of Directors and
the statutory auditors.
FOURTH RESOLUTION
(Approval of contractual agreements of the types specified
in Articles L. 225-38 and following of the French
Commercial Code)
The General Meeting, having heard the reading of the special
report of the statutory auditors concerning the contractual
agreements of the types specified in Articles L. 225-38 and
following of the French Commercial Code, hereby approves
the conclusions of said report and the contractual agreements
cited therein.
FIFTH RESOLUTION
(Replacement of a statutory auditor and renewal of an
alternate)
The General Meeting hereby resolves that Audit AMLD
SARL, 27 A Boulevard Solferino, 35000 Rennes, France,
represented by Mr. André Métayer, is appointed primary
auditor for a period of six fiscal years or until the General
Meeting convened to vote on the financial statements for the
fiscal year ending in 2010, to replace Mr. André Métayer,
5 Rue Marie Alizon, 35000 Rennes, France, primary auditor,
whose mandate has expired.
The mandate of Mr. Pierre Borie, 15 rue Charles Le Goffic,
35000 Rennes, France, alternate auditor, has also expired, so
the General Meeting hereby resolves that his mandate be
renewed for an additional period of six fiscal years, or until
the General Meeting convened to vote on the financial
statements for the fiscal year ending in 2010.
SIXTH RESOLUTION
(Authorization for the company's purchase and sale of its
own shares)
Having satisfied the quorum and majority requirements for
Ordinary General Meetings, and having acquainted itself
with the report by the Board of Directors and the prospectus
endorsed by the Autorité des Marchés Financiers (France’s
securities regulator), the General Meeting authorizes the
Board of Directors to trade in its own stock on the stock
exchange, pursuant to Articles L. 225-209 and following of
the Commercial Code.
The objectives, in order of priority, for the purchase of up to
1,000,000 own shares (depending on the available opportunities)
are as follows:
●To stabilize the company's stock price by systematic
counterbalancing actions.
●To grant stock options to company employees and/or
FINANCIAL REPORT
2004
122
7.1
Resolutions for the Ordinary General Meeting
7. Draft resolutions
submitted for approval to the
Combined Ordinary and Extraordinary
General Meeting on July 23, 2004