Ubisoft 2003 Annual Report Download - page 126

FINANCIAL REPORT
2004
126
(a) Shares to which warrants for applying for stock in the
company may or may not be attached.
(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.
(c) Warrants granting their holders the right to apply for
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. Said warrants may be issued by subscription
offers on the above terms or in the form of bonus warrants
issued free of charge to shareholders of record.
2- Resolves that the maximum nominal amount of capital
increases that may be completed immediately and/or
subsequently by virtue of the above delegation shall not
exceed ¤8,000,000, not including any adjustments made in
accordance with the law, on the understanding that the nominal
amount of shares issued pursuant to the Tenth, Eleventh and
Thirteenth Resolutions will be included in this maximum
nominal amount of ¤8,000,000. Transferable securities other
than shares issued pursuant to this resolution may be issued
either in euros or in a foreign currency or in any other
currency unit established with reference to several currencies.
3- Hereby decides that the shareholders may exercise their
preferential right as shareholders of record in accordance
with the law on a fixed basis. In addition, the Board of
Directors is hereby empowered to confer upon shareholders
the right to enter applications for an adjustable number of
shares above their basic fixed entitlement, in proportion to
the rights of application available to them, and, in any event,
up to the limit of the application made.
If subscriptions by virtue of the pre-emptive right of share-
holders of record and, where applicable, a subsidiary right do
not absorb the entire issue of shares or securities stipulated
above, the Board may use one or more of the following
options in the sequence it considers the most appropriate:
●It may limit the issue to the amount of applications, provided
that said amount reaches at least three-fourths of the
approved issue.
●It may freely allocate all or some of the shares and/or
other securities not subscribed for.
●It may make a public offering of all or some of the shares
and/or other securities not subscribed for.
4- Hereby stipulates that, where applicable, the above
authorization granted shall automatically entail, for the
benefit of holders of securities that may be issued with
accompanying deferred entitlement to stock in the company,
the relinquishment by the shareholders of the preferential
rights of application to which such securities entitle them.
5- Hereby decides that the maximum principal of debt securities
shall not exceed ¤300,000,000, or its equivalent value if they
are issued in a foreign currency or a currency unit based on
several currencies on the date when the issue is approved, on
the understanding that said amount shall apply to all debt
securities whose issue is delegated to the Board of Directors
by this General Meeting.
6- Hereby resolves that the present powers are conferred
upon the Board of Directors, in accordance with the provisions
of Article L. 225-129-2 of the French Commercial Code, for
a period of twenty-six (26) months.
The Board of Directors shall have full powers, including the
right of delegation to its Chairman in accordance with the
law, to implement the present delegation, and, in particular,
the power to set the dates and determine the conditions of
such issues and the form and characteristics of the securities
to be created; to set the prices and terms of the issues; to
fix the amounts to be issued; to set the subscription dates
and dated dates of the securities to be issued, including
retroactively; to determine the method of payment for the
shares or other securities issued; where applicable, to define
their buyback terms on the stock market and, in general, to
take any action that may be necessary and sign any agreements
needed to float the contemplated issues successfully; to note
completion of the capital increase(s) resulting from issues
floated by virtue of this delegation; and to amend the
Articles of Association accordingly. Furthermore, the Board
of Directors or the Chief Executive Officer may, where
appropriate, charge all expenses to the issue premium(s),
particularly the expenses, dues and fees generated by such
issues.
In the case of issues of debt securities, the Board of Directors
shall have full powers, including the right of delegation to
the Chief Executive Officer, to decide whether said securities
shall be subordinated or not; to set their interest rates,
maturity date, fixed or variable redemption price, with or
without premium, and amortization terms based on market
conditions; and to set the terms under which such securities
will give their holders a right to the company's shares.
7- Hereby resolves that this authorization supersedes any
earlier authorization with respect to the immediate and/or
subsequent issue of company shares with maintenance of
preferential stock application rights.
THIRTEENTH RESOLUTION
(Comprehensive authorization granted to the Board of
Directors to make increases in the share capital, with
cancellation of preferential share application rights, up to a
maximum nominal amount of ¤8,000,000)
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