Ubisoft 2006 Annual Report Download - page 175

TEXT FOR DRAFT RESOLUTIONS SUBJECTED TO THE VOTE OF THE COMBINED GENERAL MEETING ON JULY 4, 2007
163
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238,762 (two hundred thirty-eight thousand seven hun-
dred sixty-two) shares, with the understanding that this
maximum is set without regard to the number of ordinary
shares that may be issued to reflect adjustments made, in
accordance with the law and applicable contractual provi-
sions, to protect the rights of holders of securities or other
rights granting entitlement to the company’s capital, and
(ii) that the nominal amount of any immediate or subse-
quent 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°) 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 and will, without the subscription
price set by the Board of Directors being less than €19.18,
be equal to the closing price of Ubisoft Entertainment’s
share on the Euronext Eurolist market on the date of the
Board of Directors’ decision, reduced by a maximum dis-
count of €12.11.
4°) Resolves to cancel shareholders’ pre-emptive rights to
the ordinary shares to be issued to former holders of 2008
BSAR, which were redeemed early on February 26, 2007.
5°) Delegates full powers to the Board of Directors, with
the right of delegation under the conditions provided by
law, to use this authorization, particularly for the following
purposes:
- to determine the terms and conditions of the issue(s)
and the total number of shares issued;
- to draw up the list of recipients from among the former
holders of 2008 BSAR that were redeemed early on
February 26, 2007 and to determine the number of ordi-
nary shares that each of them may subscribe for;
- to establish the share subscription price, according to
the terms and conditions stipulated in paragraph 3 of
this resolution;
- to decide on the terms and conditions of payment of the
shares to be issued within the statutory limits;
- to determine the dated date of the shares to be issued;
- to limit the amount of the share capital increase(s) car-
ried out pursuant to this resolution to the actual amount
of the subscriptions within the limits provided by law;
- to charge, where appropriate, all expenses to the issue
premium(s) and, in particular, those generated by the
issues;
- to preserve 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 note the completion of the
share capital increase(s), to amend the Articles of
Association accordingly, to complete all legal formali-
ties, to take all measures and to complete all formalities
required for admission of the new shares to trading on
the Euronext Eurolist market or any other regulated
market.
6°) Resolves that this authorization is valid for a period of
three months from the date of this meeting.
TWENTY-THIRD RESOLUTION
(Total maximum of share capital increases)
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 acting in accordance with Article L. 225-129-2 of the
French Commercial Code, sets the total maximum of the
share capital increase that may result, immediately or
subsequently, from all issues carried out under the
authorizations described in this General Meeting’s six-
teenth, seventeenth, eighteenth, nineteenth, twentieth,
twenty-first and twenty-second resolutions at a nominal
amount of €4,000,000, with the understanding that,
within the limit of this maximum amount:
- the issue(s) of ordinary shares or securities, with share-
holders’ pre-emptive rights, as described in this General
Meeting’s sixteenth resolution, may not result in a maxi-
mum nominal amount of a share capital increase in
excess of €2,000,000;
- the issue(s) of ordinary shares or securities granting
entitlement to the capital, without shareholders’ pre-
emptive rights, as described in the seventeenth resolu-
tion, may not result in a maximum nominal amount of a
share capital increase in excess of €2,000,000;
- the issue(s) of ordinary shares or securities granting
entitlement to the capital, without shareholders’ pre-
emptive rights, to current and former employees enrol-
led in a savings plan, as described in the eighteenth
resolution, may not result in a maximum nominal
amount of a share capital increase in excess of 0.05% of
the share capital on the date of the Board of Directors’
decision;
- the number of ordinary shares that may be subscribed
for or purchased by recipients of options to subscribe for
or purchase shares, as described in the nineteenth reso-
lution, may not exceed 3.5% of the number of ordinary
shares existing on the date of the Board of Directors’
grant decision;
- the number of ordinary shares that may be issued free of
charge to recipients of bonus shares, as described in the
twentieth resolution, may not exceed 0.5% of the num-
ber of ordinary shares existing on the date of the Board
of Directors’ grant decision;
- the issue(s) of ordinary shares or securities granting
entitlement to the capital, without shareholders’ pre-
emptive rights, to 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, as described in the
twenty-first resolution, may not result in a maximum
nominal amount of a share capital increase in excess of
0.5% of the share capital on the date of the Board of
Directors’ decision establishing the start of the subscrip-
tion period;
- the issue(s) of ordinary shares or securities granting
entitlement to the capital, without shareholders’ pre-
emptive rights, to former holders of 2008 BSAR that
were redeemed early on February 26, 2007, as described
in the twenty-second resolution, may not result in the
issue of a number of ordinary shares that exceeds
238,762.