Ubisoft 2003 Annual Report Download - page 123

FINANCIAL REPORT
2004 123
EIGHTH RESOLUTION
(Change in company name and corresponding amendments
to the Articles of Association)
The Extraordinary General Meeting, having acquainted itself
with the report of the Board of Directors, resolves to adopt
the following as the new company name as from the present
date:
“UBISOFT ENTERTAINMENT”.
Consequently, Articles 1, 3, 14 and 18 of the Articles of
Association are amended as follows:
“ARTICLE 1: The company known as UBISOFT ENTERTAINMENT
is a French société anonyme governed by the provisions of
the French Commercial Code and by Implementing Decree
67-236 of March 23, 1967.”
The remainder of this Article shall remain unchanged.
ARTICLES 3, 14 and 18: The name “UBISOFT ENTERTAINMENT”
shall replace the former name “UBI SOFT ENTERTAINMENT”
wherever present in the aforementioned Articles.
NINTH RESOLUTION
(Amendment to Article 6, concerning equity thresholds)
The General Meeting, noting the Report of the Board of
Directors, resolves to amend Article 6 of the Articles of
Association as follows:
Old version:
“Any shareholder acting alone or in association with others,
without prejudice to the thresholds defined in Article L. 233-7
of the French Commercial Code, who may come to hold,
directly or indirectly, at least 1% of the share capital or vot-
ing rights in the company, or any multiple thereof up to and
including 4%, is bound to inform the company, by registered
officers, or the option of acquiring shares under the conditions
stipulated in Articles 443-1 and following of the French
Labor Code and the second paragraph of Article L. 225-191
of the French Commercial Code.
The intended objectives, in order of priority, for any purchase
of more than 1,000,000 treasury shares are as follows:
●To remit shares in exchange or in payment as part of any
financial transaction or transaction involving external
growth, by means of a public offering or otherwise.
●To deliver shares on the exercise of rights attached to securities
that confer such rights on the holder, by means of repayment,
conversion, exchange, presentation of a warrant or any
other means.
●To cancel shares by means of a capital reduction, subject to
approval of the Fifteenth Resolution of this General
Meeting.
●To purchase and sell shares in accordance with changing
market conditions.
●To allow the company to conduct stock market or off-market
transactions involving its shares for any other purpose that
is, or may become, authorized by law or regulation.
The General Meeting authorizes the company to buy back
its own shares within the limit of 10% of the share capital,
i.e. 1,768,339 shares at present.
The maximum price at which the company may purchase its
own shares is fixed at ¤45 and the minimum selling price per
share at ¤10. The potential maximum investment would
therefore amount to ¤79,575,255.
Shares may be bought, sold or cancelled, subject to approval
of the Fifteenth Resolution, or transferred by any means on
the market, by private agreement, and, in particular,
through transactions involving blocks of shares. Such means
include the use of any derivative financial instrument negotiated
on a regulated market or by private agreement, always provided
that those means do not contribute to any significant
increase in the volatility of the share price.
Said shares may be bought, sold or transferred in one or
more tranches by any means and at any time, including during
public offerings.
The present authorization shall remain valid for 18 months
only, as from the date of the present General Meeting. It
replaces the authorization granted in the previous General
Meeting.
In order to ensure proper execution of the present resolution,
all powers are granted to the Board of Directors for the
following purposes:
●To draw up any memoranda, make any declarations and
carry out necessary formalities with respect to France’s
Autorité des Marchés Financiers.
●To place any stock orders or sign any agreements for this
purpose.
●To comply with all other formalities and, in general, to take
whatever action may be necessary.
SEVENTH RESOLUTION
(Vesting of powers for legal formalities)
The General Meeting invests the bearer of a copy or excerpt
of the minutes of the present General Meeting with full powers
to file all documents and carry out all formalities required by
law wherever necessary.
07
Draft resolutions
7.2
Resolutions for the Extraordinary
General Meeting