Ubisoft 2008 Annual Report Download - page 244

242
UBISOFTANNUAL REPORT 2009
TWELFTH RESOLUTION
(Delegation of authority to the Board of Directors to issue shares reserved for the employees and corporate ofcers of the Company’s
subsidiaries – as dened in Article L.233-16 of the French Commercial Code – that have their registered ofces outside France)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’
extraordinary general meetings and having read both the Board of Directors’ report and the Statutory Auditors’ special report,
and in accordance with the provisions of Articles L.225-129-2 and L.225-138 of the French Commercial Code:
authorises the Board of Directors to issue, on one or more occasions, ordinary shares in the Company with subscription 1.
reserved for employees and corporate ofcers of the Company’s subsidiaries as dened by Article L.233-16 of the French
Commercial Code, that have their registered ofces outside France (hereafter the “Subsidiaries”). These shares may be paid
up in cash or offset against receivables;
resolves that (i) the par value of an increase in the Company’s share capital carried out under this authorisation is set at 2.
0.4% of the amount of the share capital outstanding on the date of the Board of Directors’ decision setting the start date for
the subscription period, it being stated that this maximum amount is set without taking into account the par value of any
ordinary shares in the Company 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 par value of the Company’s immediate or future capital increase, resulting from
issues carried out under this authorisation, shall be included in the maximum amount of €4,000,000 set in the thirteenth
resolution of this Meeting;
duly notes that the Board of Directors may issue shares reserved for the Subsidiaries’ employees at the same time as, or 3.
independently of, one of more issues open to shareholders, employee-members of the Group savings scheme or third parties;
resolves that the subscription price for the new shares shall be set by the Board of Directors on the date when it sets the 4.
subscription start date, using either of the following two options, as the Board of Directors sees t:
• subscription price equal to the average opening price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty
trading sessions prior to the decision by the Board of Directors, less a maximum discount of 15% where applicable, or
• subscription price equal to the opening price of Ubisoft Entertainment SA shares on Euronext Paris on the date of the
decision by the Board of Directors, less a maximum discount of 15% where applicable, it being stated that the option or
discount chosen may vary depending on the capital increases or the beneciaries;
resolves to waive shareholders’ preferential subscription rights, in favour of employees and corporate ofcers of the Subsidiaries, 5.
in respect of the shares to be issued;
resolves that the Board of Directors shall be fully empowered, with the option to further delegate in the legally prescribed 6.
manner, to implement this authorisation and, in particular for the purposes of:
• deciding on the date, terms, conditions and procedures for the issue(s) with or without premium, and determining the
total number of securities to be issued,
• establishing a list of beneciaries from among the employees and corporate ofcers of the Subsidiaries, deciding on the
number of shares to which each may subscribe,
• establishing the share subscription price, in accordance with the terms, rules and procedures set out in Section 4° of
this resolution,
• setting the manner in which the shares will be paid up within legal limits,
• setting the cum-rights date for the shares to be issued,