Ubisoft 2006 Annual Report Download - page 167

TEXT FOR DRAFT RESOLUTIONS SUBJECTED TO THE VOTE OF THE COMBINED GENERAL MEETING ON JULY 4, 2007
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expiring at the end of this meeting, resolves to renew said
term for six years, which will expire at the end of the
Ordinary General Meeting of Shareholders convened to
vote on the accounts of the fiscal year ended March 31,
2013.
NINTH RESOLUTION
(Renewal of the term of a director)
The General Meeting, having met the quorum and majo-
rity conditions for Ordinary General Meetings and having
noted that the term of Mr. Christian Guillemot, Director,
is expiring at the end of this meeting, resolves to renew
said term for six years, which will expire at the end of the
Ordinary General Meeting of Shareholders convened to
vote on the accounts of the fiscal year ended March 31,
2013.
TENTH RESOLUTION
(Renewal of the term of a director)
The General Meeting, having met the quorum and majo-
rity conditions for Ordinary General Meetings and having
noted that the term of Mr. Marc Fiorentino, Director, is
expiring at the end of this meeting, resolves to renew said
term for six years, which will expire at the end of the
Ordinary General Meeting of Shareholders convened to
vote on the accounts of the fiscal year ended March 31,
2013.
ELEVENTH RESOLUTION
(Renewal of the term of a primary auditor)
The General Meeting, having met the quorum and majo-
rity conditions for Ordinary General Meetings and having
noted that the term of the primary auditor KPMG SA,
represented by Laurent Prévost, 15, rue du Professeur
Jean Pecker - CS 14217 - 35042 Rennes cedex, is expiring
at the end of this meeting, resolves to renew said term for
six years, i.e. until the end of the Ordinary General
Meeting of Shareholders convened to vote on the accounts
of the fiscal year ended March 31, 2013.
TWELFTH RESOLUTION
(Appointment of an alternate auditor)
The General Meeting, having met the quorum and majo-
rity conditions for Ordinary General Meetings and having
noted that the term of Mr. Pierre Berthelot, alternate
auditor, is expiring at the end of this meeting, resolves to
appoint as his replacement Mr. Prashant Shah – 7, boule-
vard Einstein – BP 41125 – 44311 Nantes Cedex 3, for a
term of six years, i.e. until the end of the Ordinary General
Meeting convened to vote on the accounts of the fiscal
year ended March 31, 2013.
THIRTEENTH RESOLUTION
(Authorization for the purchase, retention or sale of
Ubisoft Entertainment shares)
The General Meeting, having met the quorum and majo-
rity conditions required for Ordinary General Meetings
and having read the Board of Directors’ report, authorizes
the Board of Directors, with the right of delegation under
the conditions provided by law pursuant to Articles L. 225-
209 et seq. of the French Commercial Code and in accor-
dance with the applicable provisions of European
Regulation 2273/2003 of December 22, 2003 and the
General Regulations of the Autorité des Marchés
Financiers (AMF), to purchase, retain and sell shares in the
company up to a limit of 10% of the share capital existing
at any time, with said percentage applying to capital adjus-
ted on the basis of the transactions affecting it subsequent
to this meeting. It is understood that the maximum buyback
percentage of shares acquired by the company for the pur-
pose of their retention and delivery at a later date in
exchange or as payment for external growth operations is
limited to 5% of the capital, as provided by law.
These share purchases and sales may be made for the pur-
pose of any allocation allowed by law and the regulations
in force either now or in the future, and particularly in the
following cases:
- to ensure the liquidity of Ubisoft Entertainment S.A.’s
share and to stimulate it on the secondary market
through an investment service provider acting indepen-
dently, in accordance with the code of ethics recognized
by the AMF;
- the delivery of shares in connection with the exercise of
rights attached to securities granting entitlement by any
means, either immediately or subsequently, to the com-
pany’s share capital;
- the allotment of shares to employees and corporate offi-
cers of the Ubisoft group in any format allowed by law,
including as part of any company gainsharing plan,
employee savings plan, bonus issue of shares or stock
option plan for the benefit of some or all of the group’s
employees or corporate officers;
- the retention of shares for delivery at a later date in
exchange or as payment for future external growth ope-
rations, up to a limit of 5% of the existing capital;
- the cancellation of shares, subject to the adoption of the
Fifteenth Resolution of this General Meeting;
- the performance of any market practice that may come
to be recognized by law or by the Autorité des Marchés
Financiers.
The maximum authorized unit purchase price, excluding
expenses, is €70, or a maximum total of €317,887,276
based on the share capital as of April 30, 2007, with the
understanding that in the event of a share capital increase
through the capitalization of reserves, the allocation of
bonus shares and/or a stock split or consolidation, the
maximum unit purchase price and the maximum program
price will be revised accordingly.
Use of the authorization may not result in the number of
shares held directly or indirectly by the company excee-
ding 10% of the number of shares comprising the share
capital.
Shares may be bought, sold or transferred by any means.
These means include private transactions, sales of blocks
of shares, sales with the option to repurchase, the use of
any derivative financial instrument negotiated on a regu-
lated market or by private agreement, and the implemen-
tation of operational strategies.
Said shares may be bought, sold or transferred on one or
more occasions and at any time, except during public offe-
rings of company shares.