Ubisoft 2008 Annual Report Download - page 236

234
UBISOFTANNUAL REPORT 2009
4.2.2.2 Resolutions within the scope of the extraordinary general shareholders’ meeting
SEVENTH RESOLUTION
(Authorisation granted to the Board of Directors to reduce the share capital by cancelling shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’
extraordinary general meetings and having read the Board of Directors’ report and the Statutory Auditors’ special report, and
deliberating in accordance with Article L.225-209 of the French Commercial Code, authorises the Board of Directors – at its sole
discretion and on one or more occasions – to reduce the Company’s share capital within a maximum of 10% during each 24-month
period, by cancelling shares that the Company holds or may hold as a result of buybacks made under the share buyback programmes
authorised by the fth resolution submitted to this Meeting or under share buyback programmes authorised prior or subsequent
to the date of this Meeting.
The Shareholders’ General Meeting fully empowers the Board of Directors, with the option to delegate in the legally prescribed
manner, to carry out these transactions for the amounts and according to the timing of its choosing, set the terms and conditions
thereof, make the necessary deductions from reserves, earnings or premiums, record completion thereof, amend the Articles
of Association accordingly and, in general, make all decisions and carry out all formalities.
This authorisation is granted for a period of eighteen months from the date of this Meeting.
The Shareholders’ General Meeting immediately cancels the unused portion of the authorisation granted by the combined ordinary
and extraordinary general shareholders’ meeting of September, 22 2008.
EIGHTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing, with retention of preferential subscription
rights, shares and/or securities granting entitlement to the Company’s capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’
extraordinary general meetings and having read the Board of Directors’ report and the Statutory Auditors’ special report:
authorises the Board of Directors, in accordance with applicable legal and regulatory provisions, in particular those in Articles 1.
L.225-129, L.225-129-2 and L.228-91 to L.228-97 of the French Commercial Code, to issue on one or more occasions, in the
proportions and according to the timing of its choosing, with retention of shareholders’ preferential subscription rights both
in France and abroad:
(a) shares in the Company,
(b) securities granting entitlement by any means, whether immediately or in the future, to the Company’s share capital,
(c) securities granting entitlement by any means, whether immediately or in the future, to the share capital of a company
in which the Company directly or indirectly owns at least half of the share capital.
Securities other than shares issued under this resolution may be issued in euros, a foreign currency or any other accounting unit
established by reference to a basket of currencies, and may be subscribed to in cash or by offsetting against receivables. Warrants
allowing subscription to securities may be issued either by a subscription offer or in the form of bonus shares issued to the holders
of existing shares.
resolves that the maximum par value of share capital increases that may be carried out immediately and/or in the future under 2.
this authorisation may not exceed €1,450,000, it being stated that (i) this limit is set without taking into account the number
of ordinary shares that may be issued to reect adjustments to be made in accordance with applicable legal and contractual
provisions, in order to uphold the rights of holders of securities or other rights granting entitlement to the Company’s share
capital, and that (ii) the maximum par value of share capital increases that may be carried out immediately and/or in the future
under this resolution shall be included in the overall maximum amount of €4,000,000 referred to in the thirteenth resolution
of this Meeting.