Ubisoft 2006 Annual Report Download - page 168

UBISOFT • FINANCIAL REPORT 2007
Resolutions under the authority of the
extraordinary general meeting
7.2
The Board of Directors will inform shareholders at each
annual General Meeting of share purchases, transfers or
cancellations thus completed and of the allocation or,
where applicable, the reallocation, under the conditions
provided by law, of the shares acquired to the various des-
ired objectives.
The General Meeting grants all powers to the Board of
Directors, with the right of delegation under the condi-
tions provided by law, to place any stock exchange or off-
market orders, sign any agreements, prepare any
documents including those required for informational pur-
poses, allocate or re-allocate shares acquired in accor-
dance with legal requirements, carry out any formalities
and make any declarations to any agency and, in general,
take whatever action may be necessary.
In addition, in the event that the authorized objectives of
share buyback programs are expanded or supplemented by
legislation or by the Autorité des Marchés Financiers, the
General Meeting grants all powers to the Board of
Directors to prepare an amended program description that
includes these modified objectives.
This authorization is granted for a period of 18 months
from the date of this General Meeting. With regard to the
unused portion, it immediately terminates the authoriza-
tion granted by the Combined General Meeting of
September 25, 2006 to purchase company shares.
FOURTEENTH RESOLUTION
(Vesting of powers for legal formalities)
The General Meeting, having met the quorum and majo-
rity conditions required for Ordinary General Meetings,
grants the bearer of a copy or except of the minutes of this
meeting full powers to file all documents and carry out all
formalities required by law wherever necessary.
FIFTEENTH RESOLUTION
(Authorization granted to the Board of Directors to
reduce the company's share capital via the cancellation
of shares)
The General Meeting, having met the quorum and majo-
rity conditions for Extraordinary General Meetings and
having read the Board of Directors’ report and the audi-
tors’ special report, and ruling in accordance with Article
L. 225-209 of the French Commercial Code, authorizes the
Board of Directors to proceed, based solely on its decisions
and on one or more occasions, with the reduction of share
capital, up to a maximum of 10% of the company’s capital
in any 24-month period, via the cancellation of shares
which the company holds or may hold as a result of pur-
chases resulting from share purchase programs authorized
by the thirteenth resolution submitted to this meeting or
prior or subsequent to the date of this meeting.
The General Meeting grants all powers to the Board of
Directors, with the right of delegation under the condi-
tions provided by law, to carry out these transactions
within the limits and at the times it determines, establish
the terms and conditions thereof, make the necessary
charges against any reserve, earnings or premium
account, record the completion thereof, amend the
Articles of Association accordingly and, in general, make
all decisions and complete all formalities.
This authorization is granted for a period of eighteen
months from the date of this General Meeting.
With regard to the unused portion, the General Meeting
immediately terminates the authorization granted by the
Combined General Meeting of September 25, 2006.
SIXTEENTH RESOLUTION
(Delegation of authority to the Board of Directors to
increase the share capital through the issue, with pre-
emptive rights, of shares and/or any securities gran-
ting entitlement to the company’s capital)
The General Meeting, having met the quorum and majo-
rity conditions required for Extraordinary General
Meetings and having read the Board of Directors’ report
and the auditors’ special report:
1°) Authorizes the Board of Directors, in accordance with
the applicable laws and regulations and in particular
Articles L. 225-129, L. 225-129-2 and L. 228-91 through
L. 228-97 of the French Commercial Code, to issue, on one
or more occasions, in the proportions and at the times it
deems appropriate, with pre-emptive rights of sharehol-
ders, both in France and abroad:
(a) shares in the company, with or without share subscrip-
tion warrants;
(b) securities giving a right, by subscription, conversion,
exchange, redemption, presentation of a warrant, a combi-
nation of these means or in any other way, to the alloca-
tion, 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 subscribe
for securities representing a share in the company's capi-
tal, and authorizes the Board of Directors to increase the
share capital to permit said warrants to be exercised. Said
warrants may be issued by subscription offer under the
above conditions or in the form of bonus shares issued to
shareholders of record.