Ubisoft 2009 Annual Report Download - page 188


184
nominal value of the existing shares making up the share capital is to be increased, set the
date, even if retroactive, from which the new shares shall be entitled to dividends or the date
on which the increase in the nominal value shall come into effect;
- resolve, in the case of the distribution of bonus shares that the rights to fractions of shares
shall not be negotiable and that the corresponding shares shall be sold; the proceeds from
the sale shall be allocated to the holders of the rights in accordance with the conditions
prescribed by law and the regulations;
- set out and carry out any adjustments intended to take into account the impact of
transactions on the Company’s capital and to stipulate the terms under which the rights of
holders of securities granting entitlement to the Company’s capital shall be upheld, if
applicable;
- record the completion of each capital increase and make the subsequent amendments to the
Articles of Association;
- in general, sign all agreements, take all measures and complete all formalities that will assist
in the issue, the listing and the servicing of the shares issued in accordance with this
authorization and in the exercising of the rights attached to them or arising from the capital
increases carried out.
4) resolves that this authorization is granted for a period of twenty-six months from the date of this
General Meeting.
ELEVENTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing, with
retention of preferential subscription rights, shares and/or securities granting entitlement to the
Company’s capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for extraordinary general meetings, and having noted the Board of Directors’ report and
the Statutory Auditors’ special report, deliberating in accordance with articles
L. 225-129 et seq. of the French Commercial Code, particularly Article L. 225-129-2, and Articles L.
228-91 et seq. of said Code:
1) delegates to the Board of Directors, with the option to further delegate within legal prescribed
manners, its authority to issue, on one or more occasions, in the proportions and according to the
timing of its choosing, either in France or abroad, with the retention of preferential subscription
rights for shareholders:
(a) shares in the Company,
(b) securities granting entitlement by any means, whether immediately or in the future, to the
Company’s existing shares or to shares that are to be issued in the Company,
(c) securities granting entitlement by any means, whether immediately or in the future, to
existing shares or shares to be issued in a company of which the Company directly or
indirectly owns at least half of the share capital.
It is hereby stated that the subscriptions may be carried out either in cash or by offsetting against
receivables.
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. Warrants allowing subscription to
securities may be issued either by a subscription offer or in the form of bonus shares issued to
the holders of existing shares.
2) resolves that the maximum par value of share capital increases that may be carried out
immediately and/or in the future under this authorization may not exceed €1,450,000, it being
stated that (i) this limit is set without taking into account the number of ordinary shares that may