Ubisoft 2006 Annual Report Download - page 169

TEXT FOR DRAFT RESOLUTIONS SUBJECTED TO THE VOTE OF THE COMBINED GENERAL MEETING ON JULY 4, 2007
157
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Securities other than shares issued pursuant to this resolu-
tion may be issued either in euros or in a foreign currency
or in any other currency unit established with reference to
several currencies.
2°) Resolves that the maximum nominal amount of share
capital increases that may be carried out immediately
and/or subsequently by virtue of this authorization may
not exceed €2,000,000, with the understanding (i) that this
maximum amount is set without regard to the number of
ordinary shares that may be issued to reflect any adjust-
ments made, in accordance with the law and applicable
contractual provisions, to preserve the rights of holders of
securities or other rights granting entitlement to the com-
pany’s shares, and (ii) that the maximum nominal amount
of the share capital increases that may be carried out
immediately and/or subsequently by virtue of this resolu-
tion will be included in the total maximum of €4,000,000
set out in this meeting’s twenty-third resolution.
3°) Resolves that shareholders may exercise their pre-
emptive rights, under the conditions provided by law, on a
non-reducible basis. In addition, the Board of Directors
will be authorized to grant shareholders the right to subs-
cribe, on a reducible basis, for a number of shares above
their basic fixed entitlement, in proportion to the subscrip-
tion rights they hold and, in any event, up to the limit of
their application.
If subscriptions on a non-reducible and, where applicable,
reducible basis do not absorb the entire issue of shares or
securities as stipulated above, the Board may use one or
more of the following options in the sequence it considers
the most appropriate:
- it may limit the issue to the amount of the subscriptions,
provided that said amount reaches at least three-fourths
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.
4°) Notes that, where applicable, the above authorization
automatically entails, in favor of holders of securities that
may be issued granting future entitlement to the com-
pany’s shares, shareholders’ express waiver of their pre-
emptive rights to which such securities give a right.
5°) Resolves that the maximum principal nominal amount
of debt securities granting entitlement to the capital may
not exceed €100,000,000, or its equivalent value if issued
in a foreign currency or any currency unit established
with reference to several currencies as of the date on
which the issue is approved, with the understanding that
said amount applies to all debt securities whose issue is
delegated to the Board of Directors by this General
Meeting.
6°) Resolves that this authorization is, in accordance with
the provisions of Article L. 225-129-2 of the French
Commercial Code, granted to the Board of Directors for a
period of 26 months and supersedes any previous authori-
zation having the same purpose.
The Board of Directors will have full powers, with the right
of delegation under the conditions provided by law, to use
this authorization, and in particular to determine the dates
and procedures for such issues, as well as the form and
characteristics of the securities to be created; to approve
the prices and terms of the issues; to set the amounts to be
issued; to set the subscription dates and dated dates of the
securities to be issued, including retroactively; to define
the method of payment for the shares or other securities
issued, the listing of the shares created, the servicing of
the new shares and the exercise of rights attached thereto;
where applicable, to define their buyback terms on the
stock exchange; in general, to take any necessary action
and to sign any agreements needed to successfully com-
plete said issues; to note the share capital increase(s)
resulting from any issues completed under this authoriza-
tion, and to amend the Articles of Association accordingly.
In addition, the Board of Directors or its Chairman is
empowered, where applicable, to charge to the issue pre-
mium(s) all and any costs, and notably expenses, dues and
fees arising from the completion of the issues.
In case of issues of debt securities, the Board of Directors
will have full powers, including the right of delegation to
the Chairman, to decide whether said securities will be
subordinated or not, to set their interest rate, term, fixed
or variable redemption price, with or without premium,
amortization terms based on market conditions, and the
conditions under which such securities will give their hol-
ders a right to the company's shares.
SEVENTEENTH RESOLUTION
(Delegation of authority to the Board of Directors to
increase the share capital through the issue, without
pre-emptive rights, of shares and/or any securities
granting entitlement to the company’s capital)
The General Meeting, having met the quorum and majo-
rity conditions required for Extraordinary General
Meetings and having read the Board of Directors’ report
and the auditors’ special report:
1°) Authorizes the Board of Directors, in accordance with
applicable laws and regulations and in particular Articles
L. 225-129, L. 225-129-2, L. 225-135, L. 225-136 and L.
228-91 through L. 228-97 of the French Commercial
Code, to issue, on one or more occasions, in the propor-
tions and at the times it deems appropriate, without pre-
emptive rights of shareholders, both in France and abroad:
(a) shares to which share subscription warrants for the
company’s shares may nor may not be attached;
(b) securities giving a right, by subscription, conversion,
exchange, redemption, presentation of a warrant, a combi-
nation of these means or in any other way, to the alloca-
tion, 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 subscribe
for securities representing a share in the company's capi-
tal, and authorizes the Board of Directors to increase the
company’s share capital to permit said warrants to be exer-
cised. Said warrants may be issued by subscription offer
under the above conditions or in the form of bonus shares
issued to shareholders of record.
Securities other than shares issued pursuant to this resolu-
tion may be issued either in euros or in a foreign currency
or in any other monetary unit established with reference to
several currencies.