Ubisoft 2009 Annual Report Download - page 193

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(i) this maximum amount is set without taking into account the number of ordinary shares that
may 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 authorization shall be included in the overall maximum amount of
€4,000,000 provided for by the eighteenth resolution and in the limit provided for in the
twelfth resolution,
(iii) in any case, issues of shares carried out under this authorization by way of an offer as
referred to under Article L. 411-2 II of the French Monetary and Financial Code may not
exceed the limits provided for by the regulations in force on the issue date (for information
purposes, on the date of this General Meeting, the issue of shares carried out by way of an
offer as referred to under Article L. 411-2 II of the French Monetary and Financial Code is
limited to 20% of the Company’s capital per year), it being stated that this limit shall be
assessed on the date of the decision by the Board of Directors to make use of this
authorization.
3) resolves to waive preferential subscription rights for the securities to be issued.
4) resolves that if subscriptions do not absorb the entire issue of securities, the Board of Directors
may limit the issue at the time of subscription in accordance with the laws in force at the time this
authorization is used.
5) 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.
6) resolves that any amount accruing, or that should accrue, to the Company for each of the shares
and securities granting entitlement to the capital that are or shall be issued under the
aforementioned authorization shall, after inclusion of the warrant issue price in the case of the
issue of share subscription warrants, be at least equal to the minimum price provided for under
legal and/or regulatory provisions applicable on the date of the issue, regardless of whether the
securities to be issued immediately or in the future are comparable to the shares that have
already been issued.
7) resolves that the maximum principal amount of debt securities 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 – it being stated that this limit shall be included
in the limit stipulated under 7) of the twelfth resolution.
8) resolves that 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.
9) resolves that 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