Ubisoft 2012 Annual Report Download - page 53

Management Report
2012
48
3.3.2 AUTHORIZED UNISSUED CAPITAL
3.3.2.1 STATUS OF CAPITAL INCREASE AUTHORIZATIONS IN FORCE GRANTED TO
THE BOARD OF DIRECTORS
In accordance with Article L 225-100, paragraph 7 of the French Commercial Code, the table below
summarizes current authorizations granted by the Shareholders' Meeting to the Board of Directors,
and the use made of these authorizations during the year.
Type
Date of
meeting
- Resolution -
Term
Expiry at
Maximum
use
Use at March 31, 2012
Share buyback
06/30/11
6th resolution
18 months
12/29/12
10% of the capital
Maximum purchase price:
€30
see § 4.4
Capital reduction
by cancellation of own shares
06/30/11
8th resolution
18 months
12/29/12
10% of the capital
N/A
Capital increase
by capitalization of reserves,
earnings, premiums or other
07/02/10
10th resolution
26 months
09/01/12
€10 million
09/30/11
03/15/12
277,000 shares
created
Capital increase with
preferential subscription
rights preserved
06/30/11
9th resolution (1)
26 months
08/29/13
In capital: €1,450 thousand
Debt securities: €400 million
03/26/12
8,644,545
maximum number
of shares to be
created (5)
Capital increase with
waiving of preferential
subscription rights by way of
a public offering
06/30/11
10th resolution (1)
26 months
08/29/13
In capital: €1,450 thousand
Debt securities: €400 million
N/A
N/A
Capital increase with
waiving of preferential
subscription rights by way of
a private placement
06/30/11
11th resolution (1)
26 months
08/29/13
In capital: €1,450 thousand
Debt securities: €400 million
03/20/12
9,400,000
maximum number
of shares to be
created (6)
Fixing of issue price of
capital increases with
waiving of preferential rights
(public offering or private
placement) within an annual
limit of 10%
06/30/11
12th resolution (1)
26 months
08/29/13
€736 thousand
Capital increase
As consideration for
contributions in kind
07/02/10
15th resolution (2)
26 months
09/01/12
10% stake in share capital
on the day of the meeting
-
-
Capital increase
for the benefit of employees
subscribing to the Group
savings plan (PEG)
07/02/10
16th resolution (2)(3)
26 months
09/01/12
0.2% of the capital
on the day of use
by the Board
04/27/11
50,466 shares
created
06/30/11
13th resolution (1)
26 months
08/29/13
See 3.3.2.5
Allotment of stock
purchase or subscription
options
07/02/10
17th resolution (2)
38 months
09/01/13
3.4% of the capital
on the day of use
by the Board
04/27/11
3,220,748
options
attributed
Capital increase
reserved for subsidiary
employees
(outside France)
06/30/11
16th resolution (1)
18 months
12/29/12
0.2% of capital on the day
of the decision of the Board
N/A
N/A
Bonus share
grants
09/22/08
12th resolution (4)
38 months
11/21/11
(expired)
1% of capital on the day
of the decision of the Board
06/24/11
143,910 shares
attributed
(1) Charged against the limits of €1,450 thousand of capital and €400 million of debt securities (without preferential subscription rights) set by the
Meeting of June 30, 2011 (17th resolution)
(2) Charged against the overall limit of €4 million set by the Meeting of July 2, 2010 (18th resolution)
(3) The unused portion of these authorizations was canceled by the Meeting of June 30, 2011, which approved similar resolutions.
(4) Charged against the overall limit of €4 million authorized by the Meeting of September 22, 2008 (16th resolution)
(5) Bonus issue to shareholders of 95,090,002 warrants (BSA) at a rate of one warrant for one share (based on the number of shares registered
April 5, 2012 after market close) issued April 10, 2012 and exercisable at any time from April 10, 2012 to October 10, 2013: 11 warrants to
subscribe for one new share at an exercise price of € 7