Ubisoft 2008 Annual Report Download - page 238

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UBISOFTANNUAL REPORT 2009
NINTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital – waiving preferential subscription rights – by issuing
shares and/or any 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 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, L.225-135, L.225-136 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 waiving of preferential subscription
rights, both in France and abroad, by way of a public offering or an offer referenced in by paragraph II of Article L.411-2 of
the French Monetary and Financial Code,
(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.
resolves that the maximum par value of 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 maximum amount is set without taking into account
the number of ordinary shares that may be issued to reect any 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.
resolves to waive shareholders’ preferential subscription rights for securities to be issued, it being noted that the Board of 3.
Directors may grant shareholders priority subscription in respect of any part of the issue, for the period and on the terms of
its choosing. Said priority subscription shall not create marketable rights but, should the Board of Directors see t, may be
exercised both as of right and on an excess basis.
resolves that, should subscriptions from shareholders and the general public not cover the full issue of shares or securities 4.
as dened above, the Board may use one or more of the following options in any order it sees t:
where necessary, limit as the case may be the issue to the amount of subscriptions, provided legally prescribed conditions •
have been met,
freely allocate all or part of the shares and/or other securities that have not been fully subscribed.•
duly notes that, where applicable, the aforementioned authorisation automatically entails the shareholders’ express waiver 5.
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 any amount accruing, or that should accrue, to the Company for each of the shares and securities granting 6.
entitlement to the capital that are or shall be issued under the aforementioned authorisation shall, after inclusion of the
warrant issue price in the case of the issue of share subscription warrants, be at least equal to the minimum price provided
for under legal and/or regulatory provisions applicable on the date of the issue, regardless of whether the securities to be
issued immediately or in the future are comparable to the shares that have already been issued.