Ubisoft 2006 Annual Report Download - page 174

UBISOFT • FINANCIAL REPORT 2007
carried out pursuant to this resolution.
This authorization is granted for a period of 38 months
from the date of this General Meeting.
TWENTY-FIRST RESOLUTION
(Delegation of authority to the Board of Directors to
issue shares reserved for the employees and corporate
officers of the company’s subsidiaries, as provided by
Article L. 233-16 of the French Commercial Code,
that have their headquarters outside of France)
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 Articles L.
225-129-2 and L. 225-138 of the French Commercial
Code:
1°) Authorizes the Board of Directors to issue, on one or
more occasions, ordinary shares of the company, which
may be subscribed for solely by the employees and corpo-
rate officers of the company’s subsidiaries, as provided by
Article L. 233-16 of the French Commercial Code, that
have their headquarters outside of France (hereinafter
“the Subsidiaries”) and for which payment may either be
made in cash or offset against debts owed.
2°) Resolves (i) that the nominal amount of an increase
in the company’s share capital carried out under this
authorization is set at 0.5% of the total share capital as
of the date of the Board of Directors’ decision establi-
shing the start of the subscription period, with the
understanding that this maximum is defined without
regard to the face value of the ordinary shares of the
company that may be issued to reflect adjustments
made, in accordance with the law and applicable contrac-
tual provisions, to protect the rights of holders of secu-
rities or other rights granting entitlement to the capital,
and (ii) that the nominal amount of an increase in the
company’s share capital resulting from issues carried
out under this authorization is included in the maximum
of €4,000,000 set out in the twenty-third resolution.
3°) Notes that the Board of Directors may issue shares
reserved for employees of Subsidiaries together with or
independently of one or more issues open to shareholders,
employees enrolled in the group savings scheme or third
parties.
4°) Resolves that the subscription price of new shares will
be set by the Board of Directors on the date on which it sets
the subscription start date, according to one of the follo-
wing two methods, at the Board of Directors’ discretion:
- subscription price equal to the average opening price of
Ubisoft Entertainment SA’s share on the Euronext
Eurolist market during the 20 trading sessions preceding
the Board of Directors’ decision, reduced, if applicable,
by a maximum discount of 15%, or
- subscription price equal to the opening price of Ubisoft
Entertainment SA’s share on the Euronext Eurolist mar-
ket on the date of the Board of Directors’ decision, redu-
ced, if applicable, by a maximum discount of 15%, with
the understanding that the method adopted or the dis-
count amount may vary depending on the share capital
increases or the recipients.
5°) Resolves to cancel shareholders’ pre-emptive rights to
the shares issued to the Subsidiaries’ employees and cor-
porate officers.
6°) Resolves that the Board of Directors will have full
powers, with the right of delegation under the conditions
provided by law, to use this authorization, particularly for
the following purposes:
- to define the dates, terms and conditions of the issue(s),
with or without a premium, and to determine the total
number of shares to be issued;
- to draw up the list of recipients among the Subsidiaries’
employees and corporate officers and to determine the
number of shares that each of them may subscribe for;
- to establish the share subscription price, according to the
terms and conditions stipulated in paragraph 4 of this
resolution;
- to decide on the terms and conditions of payment of the
shares within the statutory limits;
- to determine the dated date of the shares to be issued;
- to charge, where appropriate, all expenses to the issue
premium(s) and, in particular, those generated by the
issues;
- to request, if applicable, that the new shares be admitted
for trading on the Euronext Eurolist market or any other
regulated market;
- to sign any agreements needed to successfully complete
said issues and to amend the Articles of Association
accordingly;
- to protect the rights of holders of securities granting
future entitlement to the company’s capital, in com-
pliance with applicable laws and regulations;
- and, more generally, to determine the terms and condi-
tions governing transactions carried out under this reso-
lution, to note the completion of the share capital
increase, and to complete all legal formalities, pursuant
to Articles L. 225-129-2 and L. 225-138 of the French
Commercial Code.
7°) Resolves that this authorization is valid for a period of
18 months following the date of this General Meeting and
supersedes any previous authorization having the same
purpose.
TWENTY-SECOND RESOLUTION
(Delegation of authority to the Board of Directors to
issue ordinary shares, without shareholders’ pre-
emptive rights, to former holders of 2008 BSAR,
which were redeemed early on February 26, 2007)
The General Meeting, having met the quorum and majo-
rity conditions for Extraordinary General Meetings and
having read the Board of Directors’ and auditors’ reports,
and in accordance with Articles L. 225-129-2 and L. 225-
138 of the French Commercial Code:
1°) Authorizes the Board of Directors to issue, on one or
more occasions, ordinary shares of the company solely to
former holders of 2008 BSAR, which were redeemed early
on February 26, 2007.
2°) Resolves (i) that the share capital increases that may
be approved by the Board of Directors under this authori-
zation may not result in the issue of a number of ordinary
shares (each with a face value of €0.155) that exceeds