Ubisoft 2008 Annual Report Download - page 239

237
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 the maximum principal of debt securities may not exceed 7. €400,000,000 or the equivalent of this amount if issued
in a foreign currency or accounting unit established by reference to a basket of currencies on the date the decision is taken,
it being stated that said amount applies to all debt securities issued under the authorisation granted to the Board of Directors
by this Shareholders’ General Meeting.
resolves that the Board of Directors may use this authorisation to issue, on one or more occasions, shares and/or securities granting 8.
immediate or future entitlement to a portion of the Company’s share capital in consideration for shares included in any equity swap
offer made by the Company under Article L.225-148 of the French Commercial Code involving the securities of another company
listed on one of the markets covered by said Article L.225-148 of the French Commercial Code, and further resolves to waive
shareholders’ preferential subscription rights to said shares and securities in favour of the holders of such shares and securities.
This authorisation entails an express waiver of shareholders’ preferential subscription rights attached to the shares to
which these securities may grant entitlement, whether immediately or in the future, to the share capital of the Company.
The Board of Directors may, with the option to further delegate in the legally prescribed manner:
set the exchange ratio and, where appropriate, the amount of any balance to be paid in cash;•
record the number of shares given in exchange;•
set the amounts to be issued, determine the procedures for the issue and the form of the securities;•
record the difference between the issue price of the new shares and their par value in a “Contribution premium” account •
under balance sheet liabilities, in which all shareholders' rights shall vest;
where applicable, charge all expenses and fees stemming from the authorised transaction to said “Contribution •
premium” account;
in general, do whatever is necessary and enter into whatever agreements are necessary to successfully complete the •
authorised transaction.
resolves that, in accordance with the provisions of Article L.225-129-2 of the French Commercial Code, this authorisation is 9.
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 and procedures for such issues and the form and
features of the securities to be created, approve the prices, terms and conditions applicable to the issues, set the amounts
to be issued, set the subscription dates and the cum-rights date – even back-dated – of the securities to be issued, decide
on the manner in which the shares or other securities will be paid up, the listing of the created securities, the servicing of
the new shares and the exercise of the rights attached thereto, set their stock market buyback terms as applicable and,
in general, do whatever is necessary and enter into any agreements 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 incurred to the issue premium(s),
in particular, expenses, duties and fees stemming from the carrying-out of the issues.
Should debt securities be issued, the Board of Directors shall be fully empowered, with the option of further delegating to
the Chairman, among other purposes to decide whether or not said securities should be subordinated, set their interest rate,
term, xed or variable redemption price with or without premium, the amortization method depending on market conditions
and the terms on which said securities shall grant entitlement to Company shares.