2001 Annual Report - Unibail-Rodamco

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LEGAL INFORMATION 72 General Meetings General Meetings of shareholders are called and deliberate in accordance with the conditions provided by law. Any shareholder, who has been a shareholder for at least five days before the meeting, can participate, personally or through a representative. The Board may reduce or abolish this time limit of five days provided that the same rule is applied to all shareholders. At the meeting of February 6, 2002, the Board decided to reduce from five to three days the time limit for the suspension of dealings in securities for the purpose of taking part in the General Meeting, in accordance with article 18 of the Articles of Association. A single voting right is attached to each share. Declaration of ownership thresholds pursuant to the Articles of Association Every shareholder who becomes the owner of a number of shares equal to or greater than 2% of the total number of shares, or equal a multiple of this percentage, is bound within 15 days of the date upon which any of these shareholding thresholds is passed, to inform the Company of the total number of shares he owns, by registered letter with acknowledgment of receipt requested, addressed to the registered office. Should the shareholder fail to notify the Company in accordance with the conditions set out above, any shares in excess of the above thresholds will forfeit their voting rights for any Shareholders' Meeting for a period of two years following the date of rectification of the notification, if the failure has been recorded and if one or more shareholders holding at least 2% of the share capital so request, in accordance with the conditions provided by law. General information about the share capital Conditions imposed by the Articles of Association in respect of alterations to the share capital and to the respective rights attached to the various categories of shares: None Authorized share capital - Form of shares The share capital as at February 6, 2002 amounts to € 233,392,670 divided into 46,678,534 shares of € 5 nominal value which have been fully paid-up. At the shareholder's discretion, shares are either registered or bearer shares. Authorization to increase the share capital The Board of Directors, by virtue of various resolutions passed by Extraordinary General Meetings of shareholders, was given the following authorizations: Maximum amount of the increase Date of the Authorizations in the share capital authorization Duration NS with PSR € 76.22m AGM of 26 months up to an amount of May 12, 2000 € 500m (1) Abbreviations : PSR - Preferential subscription right NS - Negotiable Securities (1) Under this authorization, the maximum increase in the nominal authorized share capital is € 76.22m, and the maximum increase in indebtedness is € 500m. As at December 31, 2001, this authorization has not been used. Share subscription and/or purchase option plans and Company Savings Plan: The General Meeting held on May 12, 2000 authorized the Board of Directors to: 1. grant options carrying a right of subscription or a right to purchase shares to the managers and employees, on one or more occasions and during a five-year period, up to a limit of 2.5% of the share capital as fully diluted; 2. make increases in the share capital reserved for employees, on one or more occasions during a five-year period, up to a limit of 1% of the share capital as fully diluted. Other securities giving a right of access to the share capital • Options to subscribe for shares - In accordance with the authorization given by the Extraordinary General Meeting held on January 24, 1995, the Board of Directors granted the managers and employees in the designated Group, options to subscribe for shares, up to a limit of 4% of the share capital.The options to subscribe for shares have a duration of 8 years and can be exercised at any time, on one or more occasions, with effect from the 5th anniversary of the date of their allocation by the Board of Directors. Under this plan and as at December 30, 2000, 410,000 options had been allocated (1,230,000 after the impact of the three-for-one share split in June 2001), being 2.53% of the authorized share capital. Following the distribution of reserves, the exercise ratio for these options has been adjusted as follows: 1.1016 for the 1995,1996 and 1997 plans, 1.071 for the 1998 plan and 1.030 for the 1999 plan.As at December 31, 2001, the exercise of the options has given rise to the creation of 225,063 new shares.After the cancellation of options following the departure of some executives, the potential number of shares that may be created now amounts to 1,051,404. In accordance with the authorization given by the Extraordinary General Meeting held on May 12, 2000, the Board of Directors granted the managers and employees in the designated Group options to subscribe for new shares and/or to purchase existing shares up to a limit of 2.5% of the authorized share capital as fully diluted. The share subscription and/or purchase options have a duration of 8 years and may be exercised in the following manner: 30% at the end of the second year following the date of allocation, 30% at the end of the third year, and the balance or the entirety of the options at the end of the fourth year, on the understanding that the shares cannot be transferred by the beneficiaries before the end of the fourth year. As at December 31, 2001, under this second plan, 804,500 options had been allocated. Having regard to the allocation date, no option has been exercised as at today's date. After adjustments and cancellations, the potential number of shares that may be created now amounts to 784,943. • Options for the purchase of existing shares and/or to subscribe for new shares - In accordance with the authorization of the Combined General Meeting held on May 20, 1998, as amended by a resolution of the Combined General Meeting held on April 22, 1999, the Board of Directors, in its meeting on the same date, decided to increase the share capital by a nominal amount of about FRF 181 million, subject to a possible increase of 15%, by the issue of about 1,810,000 new shares of FRF 100 nominal value per share, each carrying with it a warrant to purchase existing shares and/or to subscribe for new shares, giving the holder, at the option of the Company, the right to purchase existing shares and/or to subscribe for new shares, and delegated to the Chairman the power to determine the manner in which such issue would finally take place.
LEGAL INFORMATION Using his delegated powers, the Chairman of the Board of Directors decided to increase the share capital by FRF 208,150,000 by the issue of 2,081,500 shares of FRF 100, each carrying with it a warrant giving the right to purchase existing shares and/or to subscribe for new shares. These warrants can be exercised until May 11, 2004.The exercise ratio was originally of one Unibail share of FRF 100 nominal value for 5warrants to purchase existing shares and/or to subscribe for new shares plus the payment of € 130. Following adjustments, this exercise ratio became 3.15 shares of € 5 nominal value for 5 warrants plus €130. As at December 31, 2001, 170 warrants had been exercised, giving rise to the purchase of 108 Unibail shares. During 2001, the Company bought back and subsequently cancelled 360,063 warrants in accordance with article L.225-159 of the Code of Commerce. As at December 31, 2001, there were 1,721,052 outstanding warrants. • Convertible bonds: today no convertible bonds exist anymore. Other securities representing capital None Dividends The amount of dividends paid in the course of the last five financial years is given on page 76. During this period no payment of interim dividend has been made. The dividend is paid out from the profits and if necessary, from available premiums. Until today's date, no use has been made of the possibility provided by article 21 of the Articles of Association to distribute the dividend in the form of new shares. Dividends from Unibail treasury shares are recorded under retained earnings. Dividends that remain unclaimed for a period of five years from the date they are made available for payment and, in accordance with articles L 27 and R 46 of the ‘Code du Domaine de L’État’ (French State Property Code), are paid over to the French Treasury. Increases in the share capital of Unibail in the last five years Total Amount of Premium associated Dates Nature of the increase Number of shares issued number of shares the share capital with the transaction Jul 1, 1996 Company Savings Plan 15,907 9,418,044 FRF 941,804,400 FRF 4,819,821 Dec 31, 1996 Conversion of bonds (1) 40 9,418,084 FRF 941,808,400 FRF 22,800 Jul 1, 1997 Company Savings Plan 18,019 9,436,103 FRF 943,610,300 FRF 6,342,688 Dec 17, 1997 Conversion of bonds (1) 14 9,436,117 FRF 943,611,700 FRF 7,980 Jul 1, 1998 Company Savings Plan 14,469 9,450,586 FRF 945,058,600 FRF 8,609,450 Aug 13, 1998 Conversion of bonds (1) 86 9,450,672 FRF 945,067,200 FRF 49,020 Aug 13, 1998 Share exchange offer for Frankoparis 747,776 10,198,448 FRF 1,019,844,800 FRF 459,373,752 Nov 26, 1998 Merger/takeover of Frankoparis 5,534 10,203,982 FRF 1,020,398,200 FRF 3,411,935 Dec 31, 1998 Conversion of bonds (1) 270 10,204,252 FRF 1,020,425,200 FRF 153,900 May 12, 1999 Capital increase in cash 2,081,500 12,285,752 FRF 1,228,575,200 FRF 1,413,232,213 Jul 1, 1999 Company Savings Plan 20,935 12,306,687 FRF 1,230,668,700 FRF 11,776,431 Jul 22, 1999 Exercise of warrants (2) 20 12,306,707 FRF 1,230,670,700 FRF 15,055 Sep 14, 1999 Conversion of bonds (1) 6,032 12,312,739 FRF 1,231,273,900 FRF 3,438,240 Dec 21, 1999 Contribution of CPI assets 2,447,617 14,760,356 FRF 1,476,035,600 FRF 1,821,557,680 Dec 31, 1999 Conversion of bonds (1) 134 14,760,490 FRF 1,476,490,000 76,380 May 12, 2000 Merger/takeover of CNIT SA 162,679 14,923,169 FRF 1,492,316,900 FRF 82,915,365 May 23, 2000 Conversion of bonds (1) 125 14,923,294 FRF 1,492,329,400 FRF 71,250 Jun 31, 2000 Conversion of bonds (1) 435,885 15,359,179 FRF 1,535,917,900 FRF 222,506,690 Jul 3, 2000 Company Savings Plan 13,621 15,372,800 FRF 1,537,280,000 FRF 8,665,415 Jul 27, 2000 Exercise of options (1995 plan) 8,220 15,381,020 FRF 1,538,102,000 FRF 2,468,688 Nov 21, 2000 Conversion of bonds (1) 639,837 16,020,857 FRF 1,602,085,700 FRF 325,671,550 Nov 21, 2000 Exercise of options (1995 plan) 32,024 16,052,881 FRF 1,605,288,100 FRF 9,617,672 Feb 13, 2001 Exercise of options (1995 plan) 7,516 16,060,397 FRF 1,606,039,700 FRF 2,257,257 Feb 13, 2001 Cancellation of shares -539,356 15,521,041 FRF 1,552,104,100 FRF -428,451,640 May 29, 2001 Exercise of options (1995-1996 plans) 8,670 15,529,711 FRF 1,552,971,100 FRF 2,628,781 Jun 13, 2001 Conversion of share capital into euros (3) - 46,589,133 € 232,945,665 € -3,727,131 Jul 13, 2001 Company Savings Plan 33,628 46,622,761 € 233,113,805 € 1,488,408 Jul 25, 2001 Exercise of options (1995-1996 plans) 23,912 46,646,673 € 233,233,365 € 431,911 Oct 9, 2001 Exercise of options (1995-1996 plans) 4,749 46,651,422 € 233,257,110 € 81,027 Feb 6, 2002 Exercise of options (1995-1996 plans) 27,112 46,678,534 € 233,392,670 € 460,757 (1) Convertible bond issue - April 1994-3.75 % - represented by 2,930,385 bonds of FRF 670 nominal value. (2) Issue of 2,081,500 warrants allocated to subscribers to the increase in share capital decided by the Board of Directors on April 22, 1999 under delegated powers from the General Meeting of the same date. These warrants may be exercised until May 11, 2004, at the price of 130 euros for each UNIBAIL share in exchange for 5 warrants (see above new exercise ratio since June 2001). (3) The conversion of the Company’s share capital into euros was accompanied by a three-for-one share split on June 13, 2001. Following this conversion and share split, the nominal value of each share was set at € 5. 73
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la plus grande qualité de vie au m
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Unibail is the leading French comme
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Rental income (€ million) ■ Off
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A less buoyant environment is a goo
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OFFICE PROPERTIES Resilience, visib
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Recycling capital through acquisiti
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SHOPPING CENTERS Outstanding perfor
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● The impact of letting and refur
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CONVENTION-EXHIBITION CENTERS Emerg
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setting up an Internet portal and d
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PROPERTY PORTFOLIO Property portfol
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Page 73: LEGAL INFORMATION LEGAL INFORMATION
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Page 79 and 80: LEGAL INFORMATION BOARD OF DIRECTOR
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Page 85 and 86: Photographs: Paul Maurer, Steve Mur
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2001 Annual Report - Unibail-Rodamco

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