Ubisoft 2014 Annual Report Download - page 227

Corporate Information
2014
222
- subscription price equal to the average opening price of the Ubisoft Entertainment SA share
on Euronext Paris over the twenty trading days prior to the date of the Board of Directors’
decision, less a maximum discount of 15% where applicable; or
- subscription price equal to the opening price of the Ubisoft Entertainment SA share on
Euronext Paris on the date of the Board of Directors’ decision, less a maximum discount of
15% where applicable, it being understood that the method used, or the discount amount
applied, may differ depending on the capital increases or beneficiaries.
5. resolves to waive shareholders’ preferential right for subscription to shares to be issued in favor
of employees and corporate officers of Subsidiaries.
6. approves, in compliance with Section 423 of the US Internal Revenue Code, the plan adopted by
the Board of Directors on February 11, 2014, and confirmed by the Board of Directors on
March 17, 2014, in favor of employees of American subsidiaries of the Company within the
context of the twentieth resolution of the Combined General Meeting of September 24, 2012.
7. resolves that the Board of Directors shall have full powers, with the option to sub-delegate under
the conditions stipulated by law, to implement this delegation, and in particular to:
- determine the dates, terms and conditions of the issue(s) with or without a premium, and to
determine the overall number of shares to be issued;
- establish the list of beneficiaries among the employees and corporate officers of Subsidiaries,
and to determine the number of shares that may be subscribed to by each individual;
- decide on the share subscription price, in accordance with the terms set out in paragraph 4 of
this resolution;
- decide on the payment terms for these shares within legal limits;
- set the vesting date for the shares to be issued;
- where applicable, deduct amounts from the issue premium(s) and in particular charges
incurred due to the realization of issues;
- where applicable, request that the new shares be admitted for trading on the Euronext Paris
market or any other regulated market;
- conclude all agreements in order to ensure the successful conclusion of the planned issues
and make the necessary modifications to the Articles of Association;
- ensure the preservation of the rights of holders of securities giving entitlement to the share
capital of the Company in the future, in accordance with applicable legal and regulatory
provisions;
- and, in more general terms, determine the terms and conditions of transactions performed
within the context of this resolution, confirm the realization of the capital increase, and
undertake all legal formalities, all in accordance with the provisions of Articles L. 225-129-2
and L. 225-138 of the French Commercial Code.
8. resolves that this delegation is valid for a period of eighteen months from the date of this Meeting
and in respect of the unused portion supersedes any previous delegation with the same purpose.
FOURTEENTH RESOLUTION
(Creation of a new category of shares comprised of preference shares, governed by articles L.228-11
et seq. of the French Commercial Code, and subsequent amendments of the Articles of Association,
within the context of and subject to the adoption of the fifteenth resolution and/or sixteenth resolution)
The General Meeting, acting in accordance with the quorum and majority requirements for
extraordinary general meetings and having considered the Board of Directors’ report, the Statutory
Auditor’s special report and the Shares Auditor’s report relating to specific benefits in accordance with
the provisions of article L. 225-147 relating to specific benefits, subject to the condition precedent of
the adoption of the fifteenth resolution and/or sixteenth resolution, hereby: