Ubisoft 2009 Annual Report Download - page 186

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- Releasing shares upon exercise of rights attached to securities giving entitlement to the Company’s
share capital by any means, whether immediately or in the future;
- Granting shares to employees and corporate officers of the Ubisoft Group under any arrangement
authorized by law and, in particular, via a company profit-sharing scheme, any company savings
scheme, any bonus share grant plan, or any stock option plan for some or all of the Group’s
employees or corporate officers;
- Retaining shares for delivery at a later date in exchange or as payment for future acquisitions up to
a limit of 5% of the existing capital;
- Cancelling shares, subject to approval of the ninth resolution submitted to this Meeting;
- Implementing any market practice that is or may come to be recognized by law or the AMF.
The maximum authorized unit purchase price, not including expenses, is €60, i.e. a maximum of
€566,736,660 based on the share capital at April 30th, 2010, it being stated that in the event of a
capital increase through capitalization of reserves, allocation of bonus shares and/or stock split or
consolidation, the maximum unit purchase price and the overall program maximum will be adjusted
accordingly.
Use of the authorization may not result in the number of shares directly or indirectly held by the
Company exceeding 10% of the number of shares in the share capital.
Shares may be bought back, sold or transferred by any means, including over-the-counter
transactions, the sale of blocks of shares, sale with repurchase options, the use of any derivatives
traded on a regulated or OTC market, and the implementation of option strategies, under terms
authorized by the AMF.
These shares may be purchased, sold or transferred on one or more occasions and at any time,
except during public offerings involving Company shares.
At each shareholders’ annual general meeting, the Board of Directors shall inform shareholders of the
shares purchased, transferred or cancelled in this regard, and of the allocation or where appropriate
reallocation, within legal prescribed manners, of the acquired shares to the various goals being
pursued.
The Shareholders’ General Meeting fully empowers the Board of Directors, with the option to delegate
within legal prescribed manners, to place any stock market or off-market orders, enter into any
agreements, draft any documents in particular disclosure documents, allocate or reallocate shares
bought back as prescribed by law, carry out any formalities, make any representations to any
organizations and, in general, do whatever is necessary.
In the event of the law or AMF extending or supplementing the authorized goals for share buyback
programs, the Shareholders’ General Meeting fully empowers the Board of Directors to prepare an
amended program description incorporating these modified goals.
This authorization is granted for a period of eighteen months from the date of this Meeting. It
immediately cancels the unused portion of the authorization to buy back Company shares granted by
the Combined General Meeting of July 10th, 2009.
EIGHTH RESOLUTION
(Powers for legal formalities)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for ordinary general meetings, fully empowers the bearer of a copy or excerpt of the
minutes of this Meeting to carry out all legally prescribed filings and formalities, as and when required.