Ubisoft 2008 Annual Report Download - page 237

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UBISOFT ANNUAL REPORT 2009
co r p o r a t e I n f o r m a t I o n 04
resolves that shareholders may exercise their non-reducible preferential subscription rights in the legally prescribed manner. 3.
Moreover, the Board of Directors may grant shareholders the right to subscribe to more securities than they would be entitled
to as of right, on an excess basis in proportion to the subscription rights that they hold and, in any event, within the number
they request.
If subscriptions on a non-reducible and, where applicable, reducible basis do not absorb the entire issue of shares or securities
as dened above, the Board may use one and/or more of the following options in any order it sees t:
limit the issue to the amount of subscriptions, provided said amount represents at least three quarters of the approved •
issue;
freely allocate all or part of unsubscribed shares and/or other securities;•
offer all or part of the unsubscribed shares and/or other securities to the general public.•
duly notes that, where applicable, the abovementioned authorisation automatically entails the shareholders’ express waiver 4.
of their preferential subscription rights, in favour of holders of securities granting future entitlement to Company shares,
to which such securities grant entitlement.
resolves that the maximum principal amount of debt securities granting entitlement to the capital may not exceed 5. €400,000,000
or the equivalent of this amount if issued in a foreign currency or any accounting units established by reference to a basket
of currencies on the date the decision is taken, it being stated that this amount applies to all debt securities issued under the
authorisation granted to the Board of Directors by this Shareholders’ General Meeting.
resolves that, in accordance with the provisions of Article L.225-129-2 of the French Commercial Code, this authorisation is 6.
granted to the Board of Directors for a period of twenty six months and supersedes any other authorisation having the same
purpose.
The Board of Directors shall be fully empowered, with the option to further delegate in the legally prescribed manner,
to implement this authorisation and, in particular, to decide on the dates, terms and procedures for such issues, as well
as the form and features of the securities to be created, approve the price, terms and conditions applicable to the issues,
set the amounts to be issued, set the subscription dates and cum-rights dates – even back-dated – of the securities to
be issued, decide on the manner in which the shares or other securities issued will be paid up, the listing of the created
securities, the servicing of the new shares and the exercise of the rights attached thereto, where appropriate to set
their stock market buyback terms and, in general, do whatever is necessary and enter into any agreements in order to
successfully complete the planned issues. record the capital increase(s) resulting from any issues carried out under this
authorisation and amend the Articles of Association accordingly.
Moreover, the Board of Directors or its Chairman may charge any costs to the issue premium(s), in particular expenses,
duties and fees stemming from issuance.
Should debt securities be issued, the Board of Directors shall be fully empowered, with the option of further delegating to
the Chairman, to decide whether said securities shall be subordinated or not, set their interest rate, term, xed or variable
redemption price with or without a premium, the amortization method depending on market conditions and the terms
under which said securities shall grant entitlement to Company shares.