Ubisoft 2003 Annual Report Download - page 128

●If necessary, charge all costs and fees generated by the
authorized transaction to this “share premium” account.
●In general, take all necessary steps and sign any agreements
to ensure that the authorized transaction is successfully
completed.
9- 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 dates, fixed or variable redemption prices, 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.
10- Hereby decides that this authorization supersedes any
earlier authorization with respect to the immediate and/or
subsequent issue of company shares with cancellation of the
preferential right of application and the option of granting a
priority period.
FOURTEENTH RESOLUTION
(Maintenance of authorizations for the issuance of securities
granting entitlement to stock in the company in the event of
a public takeover bid involving the acquisition or exchange of
company 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 in accordance
with the provisions of Article L. 225-129 IV of the French
Commercial Code, the General Meeting expressly resolves
that the delegations and authorizations conferred on the
Board in the foregoing Twelfth and Thirteenth Resolutions –
for the purpose of issuing, with or without a preferential right
of application, any securities of any kind that give their
holder immediate or deferred access to the company’s share
capital – will be maintained in the event of a public takeover
bid involving the acquisition or exchange of company stock.
This maintenance of the powers conferred on the Board of
Directors in the event of a public takeover bid involving the
acquisition or exchange of company stock shall be valid as
from the date hereof and shall remain valid until the next
Annual General Meeting of company shareholders called to
approve the financial statements of the current fiscal year.
FIFTEENTH RESOLUTION
(Authorization granted to the Board of Directors to reduce
the company's share capital via the cancellation of shares)
Having acquainted itself with the report of the Board of
Directors and the special report of the statutory auditors,
The General Meeting hereby authorizes the Board of
Directors:
●To cancel its own shares up to a maximum of 10% of the
company’s capital per twenty-four-month period and
to reduce the share capital accordingly, charging the
difference between the purchase price for the cancelled
shares and their face value to an entry for premiums or
available reserves.
●To make any such reduction(s) in share capital resulting
from cancellations of stock authorized under the present
resolution, to make corresponding amendments to the
Articles of Association and, more generally, to carry out
any necessary formalities.
The present authorization is given for a maximum period of
eighteen (18) months.
SIXTEENTH 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.
FINANCIAL REPORT
2004
128