Ubisoft 2009 Annual Report Download - page 185

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FOURTH RESOLUTION
(Approval of the agreements and commitments covered by Articles L. 225-40 et seq. of the French
Commercial Code)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for ordinary general meetings and having read the Statutory Auditors’ special report on
the agreements and commitments covered by Articles L. 225-40 et seq. of the French Commercial
Code relating to the financial year ended March 31st, 2010, notes the conclusions of said report and
approves the agreements referenced therein.
FIFTH RESOLUTION
(Appointment of a Statutory Auditor in replacement of a Statutory Auditor whose term of office expires)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for ordinary general meetings, resolves to appoint MB AUDIT - 23, rue Bernard Palissy –
35000 Rennes as Statutory Auditor in replacement of AUDIT AMLD SARL whose term of office
expires, for a term of six financial years, i.e. until the closing of the Ordinary Shareholders’ General
Meeting called to approve the financial statements for the year ending March 31st, 2016.
SIXTH RESOLUTION
(Appointment of an Alternate Auditor in replacement of an Alternate Auditor whose term of office
expires)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for ordinary general meetings, resolves to appoint Mr. Roland Travers - 23, rue Bernard
Palissy – 35000 Rennes, as Alternate Auditor in replacement of Mr. Pierre Borie whose term of office
expires, for a term of six financial years, i.e. until the closing of the Ordinary Shareholders’ General
Meeting called to approve the financial statements for the year ending March 31st, 2016.
SEVENTH RESOLUTION
(Authorization to buy back, retain or transfer Ubisoft Entertainment SA shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for ordinary general meetings and having read the Board of Directors’ report, authorizes
the Board of Directors – with the option to further delegate within legal prescribed manners, pursuant
to the provisions of Articles L. 225-209 et seq. of the French Commercial Code and in accordance with
the applicable provisions of European Regulation 2273/2003 of December 22nd, 2003 and the General
Regulations of the AMF (Autorité des Marchés Financiers) – to buy, retain and transfer Company
shares, within a maximum of 10% of the share capital that may exist at any given moment. This
percentage applies to the capital adjusted on the basis of transactions affecting it subsequent to this
Meeting. It is noted that the maximum percentage of shares bought back by the Company in order to
be retained and subsequently used as consideration or exchange in acquisitions is limited to 5% of the
share capital as prescribed by law.
Shares may be bought and sold for any purpose currently authorized or that may be authorized in
future under applicable laws and regulations, and in particular the following:
- Ensuring the liquidity and market-making in the secondary market of the Ubisoft Entertainment
SA’s shares by an investment services provider acting independently in accordance with the code
of ethics recognized by the AMF;