Ubisoft 2006 Annual Report Download - page 171

TEXT FOR DRAFT RESOLUTIONS SUBJECTED TO THE VOTE OF THE COMBINED GENERAL MEETING ON JULY 4, 2007
159
7
EIGHTEENTH RESOLUTION
(Delegation of authority to the Board of Directors to
increase the share capital through the issue of shares
reserved for current and former employees enrolled
in a Group savings plan)
The General Meeting, having met the quorum and majo-
rity conditions for Extraordinary General Meetings and
having read the Board of Directors’ report and the audi-
tors’ special report, and in accordance with the provisions
of Articles L. 225-129, L. 225-129-2, L. 225-129-6 and
L. 225-138-1 of the French Commercial Code and Articles
L. 443-1 et seq. of the French Labor Code:
1°) Authorizes the Board of Directors to increase the
share capital at its sole discretion, on one or more occa-
sions and at the times and according to the procedures
determined by it, under the conditions established by law,
through the issue of ordinary shares or securities granting
entitlement to the company’s existing ordinary shares or
those to be issued, to be subscribed for in cash and reser-
ved for current and former employees of the company and
affiliated companies or groups, as defined in Article L.
225-180 of the French Commercial Code, who are enrol-
led in a group savings plan.
2°) Resolves (i) that the nominal amount of any immediate
or subsequent increase in the company’s share capital
resulting from all issues carried out by virtue of this autho-
rization is set at 0.05% of the total share capital as of the
day on which the decision is made by the Board of
Directors, with the understanding that this maximum
amount is defined without regard to the face value of the
ordinary company shares that may be issued to reflect
adjustments made, in accordance with the law and applica-
ble contractual provisions, to protect the rights of holders
of securities or other rights granting entitlement to the
capital, and (ii) that the nominal amount of any immediate
or subsequent increase in the company’s share capital
resulting from issues carried out by virtue of this authori-
zation is included in the maximum of €4,000,000 set out in
the twenty-third resolution.
3°) Resolves to eliminate, in favor of current and former
employees enrolled in a group savings plan, the sharehol-
ders’ pre-emptive right to ordinary shares or securities
granting entitlement to ordinary shares issued under this
authorization.
4°) Resolves that the subscription price of the shares or
securities issued will be determined under the conditions set
forth in Article L. 443-5 of the French Labor Code.
5°) Resolves to set the maximum discount offered under a
savings plan at 15% of the average opening price of Ubisoft
Entertainment S.A. stock on the Euronext Eurolist market
during the 20 trading sessions preceding the day of the deci-
sion establishing the subscription start date, with the unders-
tanding that the Board of Directors may reduce this discount
as it deems appropriate, and specifically in the event that
those enrolled in a company savings plan are offered securi-
ties on the international and/or foreign market in order to
meet the requirements of applicable local laws.
6°) Also resolves that the Board of Directors may, pur-
suant to Article L.443-5 of the French Labor Code, provide
for the bonus issue of shares or other securities granting
entitlement to the company’s capital under the conditions
provided by law and the regulations.
Each share capital increase may be conducted only up to
the number of shares subscribed for by the current and
former employees, either individually or through com-
pany mutual funds or open-ended investment companies
governed by Article L. 214-40-1 of the French Monetary
and Financial Code.
The Board of Directors will have full powers, with the
right of delegation under the conditions provided by law,
to use this authorization in accordance with the condi-
tions that have been defined, and in particular to:
- define the characteristics, amount and procedures of any
issue;
- decide whether the shares may be subscribed for directly
by current and former employees enrolled in a savings
plan or through company mutual funds or open-ended
investment companies governed by Article L. 214-40-1
of the French Monetary and Financial Code;
- determine the companies and current and former
employees concerned;
- determine the nature of and procedures for the share
capital increase, as well as the procedures for the issue;
- where applicable, define the seniority conditions that
must be met by recipients in order to subscribe for new
ordinary shares or securities issued as a result of the
share capital increases covered by this resolution;
- determine the amounts of these issues and define the
subscription prices, conditions and procedures for any
issue of shares or securities completed by virtue of this
authorization, including the dated date and payment and
delivery procedures;
- define the start and end dates of the subscriptions;
- note the completion of the share capital increase
through the issue of ordinary shares up to the amount of
ordinary shares that will actually be subscribed for;
- at its own discretion and as it deems necessary, charge
the cost of the share capital increases against the
amount of the premiums relating thereto and deduct
from this amount the sums needed to ensure that the
legal reserve is equal to one-tenth of the new capital
after each increase;
- in general, carry out all acts and formalities, take all
measures or decisions and sign all appropriate or neces-
sary agreements in order to (i) ensure that the issues
under this authorization are successfully completed, spe-
cifically as regards the issue, subscription, delivery, start
of dividend entitlement and listing of the shares created,
the servicing of the new shares and the exercise of rights
attached thereto; (ii) note the final completion of the
share capital increase(s) and amend the Articles of
Association accordingly to reflect these share capital
increases; and (iii) carry out the formalities related to
the completion of the share capital increases and, in
general, take whatever action may be necessary.
This authorization is valid for 26 months following the date of
this General Meeting and supersedes any previous authoriza-
tion having the same purpose.