Ubisoft 2006 Annual Report Download - page 170

UBISOFT • FINANCIAL REPORT 2007
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 authori-
zation will be included in the total maximum of €4,000,000
set out in the twenty-third resolution.
3°) Resolves to cancel the pre-emptive right of sharehol-
ders to the securities to be issued, with the understanding
that the Board of Directors may grant the shareholders a
preferred subscription right to any part of the issue, for
the period and under the conditions set by the Board. This
preferred right will not create negotiable rights; however,
if the Board of Directors so decides, it may be exercised on
both a reducible and non-reducible basis.
4°) Resolves that, if subscriptions by the shareholders and
the public do not absorb the entire share or securities issue
as stipulated above, the Board of Directors may use one or
more of the following options in the sequence it considers
most appropriate:
- where applicable, limit the issue to the amount of the
subscriptions if the conditions provided by law have been
met,
- freely allocate all or some of the shares and/or other
securities not subscribed for.
5°) 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.
6°) Resolves that the sum accruing to or that should accrue
to the company for each of the shares and securities gran-
ting entitlement to the capital that are or will be issued
under the above authorization will, after inclusion of the
warrant issue price in the case of share subscription war-
rants, be at least equal to the minimum price stipulated by
applicable laws and regulations as of the date of the issue,
regardless of whether the securities to be issued immedia-
tely or subsequently are comparable to shares issued pre-
viously.
7°) Resolves that the maximum principal amount of debt
securities will not exceed €100,000,000, or its equivalent
value if issued in a foreign currency or a currency unit
established by 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.
8°) Resolves that the Board of Directors may use this
authorization to issue, on one or more occasions, shares
and/or securities granting immediate or deferred entitle-
ment to a portion of the company’s share capital in pay-
ment of securities contributed to a takeover bid initiated by
the company, pursuant to Article L. 225-148 of the French
Commercial Code, involving the exchange of company
stock for the securities of another company listed on one
of the stock exchanges referred to in said Article L. 225-
148 of the Commercial Code, and resolves to eliminate, in
favor of the holders of these securities, the shareholders’
pre-emptive right to said shares and securities.
This authorization includes an express waiver by sharehol-
ders of their pre-emptive right to the shares to which the
securities may entitle them, which will be in the form of
convertible bonds and share subscription warrants issued
autonomously.
The Board of Directors may, with the right of delegation
under the conditions provided by law:
- establish the exchange parity and, where applicable, the
amount of the balance to be paid in cash;
- record the number of shares exchanged;
- establish the amounts to be issued and determine the
terms of the issue and the form of the securities;
- post the difference between the issue price of the new
shares and their face value to a “share premium”
account on the liabilities side of the balance sheet, to
which the rights of all shareholders will apply;
- if necessary, charge all costs and fees generated by the
authorized transaction to this “share premium” account;
- in general, take all necessary action and sign all agree-
ments to ensure that the authorized transaction is suc-
cessfully completed.
9°) Resolves that this authorization, in accordance with the
provisions of Article L. 225-129-2 of the French
Commercial Code, is granted to the Board of Directors for
a period of 26 months and supersedes any previous autho-
rization having the same purpose and option of granting a
preference period to shareholders.
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.
Furthermore, the Board of Directors or its Chairman may,
where appropriate, charge all costs to the issue
premium(s), including the expenses, dues and fees genera-
ted by such 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.