Ubisoft 2009 Annual Report Download - page 189

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be issued to reflect 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 maximum par value of share capital increases
that may be carried out immediately and/or in the future under this resolution shall be included in
the overall maximum amount of €4,000,000 provided for under the eighteenth resolution of this
Meeting.
3) resolves that shareholders may exercise their non-reducible preferential subscription rights within
legal prescribed manners. Moreover, the Board of Directors may grant shareholders the right to
subscribe to more securities than they would be entitled to as of right, on an excess basis in
proportion to the subscription rights that they hold and, in any event, within the number they
request.
If subscriptions on a non-reducible and, where applicable, reducible basis do not absorb the entire
issue of shares or securities as defined above, the Board may use one and/or more of the
following options in any order it sees fit:
- limit the issue to the amount of subscriptions, provided said amount represents at least three
quarters of the approved issue;
- freely allocate all or part of unsubscribed shares and/or other securities;
- offer all or part of the unsubscribed shares and/or other securities to the general public.
4) duly notes that, where applicable, the present authorization automatically entails the
shareholders’ express waiver of their preferential subscription rights in favor of holders of
securities granting future entitlement to Company shares, to which such securities grant
entitlement.
5) resolves that the maximum principal amount of debt securities granting entitlement to the capital
may not exceed €400,000,000 or the equivalent of this amount if issued in a foreign currency or
any accounting units established by reference to a basket of currencies on the date the decision
is taken, it being stated that this amount applies to all debt securities issued under the
authorization granted to the Board of Directors by this Shareholders’ General Meeting.
6) resolves that, in accordance with the provisions of Article L. 225-129-2 of the French Commercial
Code, this authorization is granted to the Board of Directors for a period of twenty-six months and
supersedes any other authorization having the same purpose.
The Board of Directors shall be fully empowered, with the option to further delegate within legal
prescribed manners, to implement this authorization and, in particular, to decide on the dates, terms
and procedures for such issues, as well as the form and features of the securities to be created,
approve the price, terms and conditions applicable to the issues, set the amounts to be issued, set the
subscription dates and cum-rights dates – even back-dated – of the securities to be issued, decide on
the manner in which the shares or other securities issued will be paid up, the listing of the created
securities, the servicing of the new shares and the exercise of the rights attached thereto, where
appropriate to set their stock market buyback terms and, in general, do whatever is necessary and
enter into any agreements in order to successfully complete the planned issues, record the capital
increase(s) resulting from any issues carried out under this authorization and amend the Articles of
Association accordingly.
Moreover, the Board of Directors or its Chairman may charge any costs to the issue premium(s), in
particular expenses, duties and fees stemming from issuance.
Should debt securities be issued, the Board of Directors shall be fully empowered, with the option of
further delegating to the Chairman, namely to decide whether or not said securities should be
subordinated, set their interest rate, term, fixed 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.