Ubisoft 2003 Annual Report Download - page 124

FINANCIAL REPORT
2004
124
letter with acknowledgment of receipt, within the period
stipulated in Article L. 233-7 of the aforementioned statute.
The notification required under the previous paragraph,
when the threshold of a multiple of 1% of the capital or voting
rights is exceeded, is also required whenever such a share in
the capital or voting rights drops below the aforementioned
threshold.
Failure to report the attainment of these thresholds, as
established by law and in the Articles of Association, shall
result in the withdrawal of voting rights under the conditions
set forth in Article L. 233-14 of the French Commercial
Code, if so requested by one or more shareholders who
together hold at least 5% of the capital or voting rights in
the company.”
New 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 4% of the share capital or voting
rights in the company, or any multiple thereof up to
and including 28%, is bound to inform the company, by
registered letter with acknowledgment of receipt delivered
to its registered office within the period stipulated in Article
L. 233-7 of the French Commercial Code, of the total quantity
of shares, voting rights or securities granting access on
maturity to the share capital of the company, held directly or
indirectly by that individual shareholder or those shareholders
acting together.
The notification required under the preceding paragraph,
when the threshold of a multiple of 4% of the share capital
or voting rights is exceeded, is also required whenever such
a share in the capital or voting rights drops below the
aforementioned threshold.
Failure to report the attainment of these statutory thresholds
shall result in the withdrawal of voting rights under the
conditions set forth in Article L. 233-14 of the French
Commercial Code, at the request, recorded in the minutes of
the General Meeting, of one or more shareholders who
together hold at least 5% of the capital or voting rights in
the company.”
TENTH RESOLUTION
(Authorization granted to 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 the condition precedent of adoption of the Twelfth
Resolution and in accordance with Article L. 225-138-1 of
the French Commercial Code, to increase the total amount
of share capital on one or more occasions by the issuance of
shares, to be applied for in cash and reserved for members
of the salaried workforce of the company and affiliated
companies under the conditions established in Article L. 225-180
of the French Commercial Code, where such employees are
members of a corporate group savings plan. The subscription
price for shares issued pursuant to this resolution will be
determined under the conditions set forth in Article L. 443-5
of the French Labor Code.
The total number of shares that may be applied for under
this resolution on the date on which the Board decision is
adopted shall not exceed 2.5% of the total shares making up
the share capital, on the understanding that the face value of
the shares to be issued pursuant to this resolution will be
included in the nominal amount of ¤8,000,000 envisioned in
the Twelfth Resolution below.
Under this resolution, the pre-emptive right of shareholders
to subscribe for the shares to be issued pursuant to the
foregoing authorization is waived.
This authorization shall be valid for eighteen (18) months
from the present General Meeting.
The General Meeting delegates full powers to the Board of
Directors, including the option of delegation to the
Chairman, under the conditions provided by law, to:
●Decide, on the occasion of each capital increase, whether
the shares should be subscribed for directly by employees
enrolled in the savings plan or subscribed for via a mutual
fund.
●Establish all terms and conditions of the transaction(s) to
take place, including the application price of the new
shares, in accordance with Article 443-5 of the Labor Code.
●Carry out any actions and formalities that may be necessary
to record the increase(s) in capital made by virtue of this
authorization, amend the Articles of Association accordingly
and, in general, do whatever else may be advisable or
necessary.
ELEVENTH RESOLUTION
(Authorization given to the Board of Directors to grant
options for applying for and/or purchasing stock)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings, and having acquainted
itself with the report of the Board of Directors and the
special report of the statutory auditors, the General Meeting
– subject to the condition precedent of adoption of the
Twelfth Resolution – hereby authorizes the Board of
Directors, pursuant to Articles L. 225-177 and following
of the French Commercial Code, to grant, on one or more
occasions, to the employees and officers of the company and
affiliated companies, subject to the conditions set forth in
Article L. 225-180 of the French Commercial Code, options
granting the right to apply for stock in the company (stock
application options) and to purchase stock in the company
(stock purchase options).
The present authorization is valid within a maximum period
of thirty-eight (38) months from the date of the present
General Meeting.