Ubisoft 2003 Annual Report Download - page 127

FINANCIAL REPORT
2004 127
07
Draft resolutions
special report of the statutory auditors, the General
Meeting, subject to the condition precedent of adoption of
the preceding resolution:
1- Delegates to the Board of Directors – in accordance with
all legal provisions and applicable regulations, in particular
Articles L. 225-129, L. 225-129-2, L. 225-135 and following
and L. 228-91 through L. 228-106 of the French Commercial
Code – the necessary powers to proceed with the issue, on
one or more occasions, in the proportions and at the times
that it deems appropriate, with elimination of preferential
share application rights for shareholders both in France and
abroad, of the following:
(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. Securities other than shares issued
pursuant to this resolution may be issued either in euros or
in a foreign currency or in any other monetary unit
established with reference to several currencies.
3- Hereby resolves that the maximum nominal amount
indicated above shall be included in the maximum nominal
amount of any issues that may be decided upon and
implemented by the Board of Directors pursuant to the
Twelfth Resolution of this General Meeting, as defined in
Section 2 of the aforementioned resolution.
4- Hereby resolves to cancel the preferential application
rights for shareholders with respect to the transferable
securities to be issued, it being understood that the Board of
Directors may grant shareholders an entitlement to priority
application of all or part of the issue during a period and on
the terms it shall determine, subject to legislative provisions
in force at the time of the issue.
5- Hereby decides that, if applications by the shareholders
and other investors do not absorb the entire share or
securities issue stipulated above, the Board may use one or
more of the following options in the sequence it considers
most appropriate:
●It may, where applicable, limit the issue to the amount of
applications, provided that said amount reaches at least
three-quarters 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.
6- 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 express relinquishment by the shareholders of their
preferential rights of application to which such securities
entitle them.
7- 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.
8- Hereby decides that the Board of Directors may use this
delegation to issue, on one or several occasions, equity
and/or investment securities granting immediate or deferred
entitlement to a share of the company’s share capital in
compensation for securities contributed to any public
takeover bid undertaken by the company pursuant to Article
L. 225-148 of the French Commercial Code, involving the
exchange of company stock for the securities of another
company listed on one of the markets indicated in the
aforementioned Article L. 225-148 of the Commercial Code,
and decides to remove, to the benefit of the holders of these
securities, the preferential share application right of
shareholders regarding these shares and securities.
Under this resolution, the pre-emptive right of shareholders
to subscribe for the shares to which these securities may
entitle them is waived.
Retaining the option of delegation in accordance with
applicable law, the Board of Directors may:
●Establish the exchange parity and, if applicable, the amount
of the compensation to be paid in cash.
●Record the number of shares contributed to the exchange.
●Establish the amounts to be issued and determine the terms
of the issue and the form of the securities.
●Post the difference between the issue price of the new
shares and their face value to a “share premium” account
on the balance sheet liabilities, to which the rights of all
shareholders will apply.