Ubisoft 2009 Annual Report Download - page 199

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market, carry out any formalities and make representations to any organization and, at its sole
discretion, should it see fit, charge the cost of the capital increase to the premiums relating to these
transactions and deduct the amounts to be allocated to the legal reserve from this sum and, in
general, do whatever is necessary.
In the event that subscription options and/or purchase options on ordinary shares are allocated to
persons domiciled or resident abroad or to persons domiciled or resident in France but subject to a
foreign tax regime, the Board of Directors may revise the conditions applicable to options for
subscription to and/or purchase of ordinary shares in order to render them compliant with the
provisions of the relevant foreign legislation and to ensure optimum tax treatment. To this end, the
Board of Directors may, at its sole discretion, adopt one or more sub-programs for the various
categories of staff subject to foreign legislation.
In accordance with Article L. 225-184 of the French Commercial Code, every year the Board of
Directors shall inform the shareholders in a special report to the Annual Shareholders’ General
Meeting of the transactions carried out under Articles L.225-177 et seq. of the French Commercial
Code.
This authorization is valid for a period of thirty-eight months from the date of this Meeting. It
immediately supersedes the unused portion of the authorization granted by the Combined General
Meeting of July 10th, 2009.
EIGHTEENTH RESOLUTION
(Overall maximum amount of capital increases)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for shareholders’ extraordinary general meetings and having read the Board of Directors’
report, sets, in accordance with Article L. 225-129-2 of the French Commercial Code, the overall
maximum amount of the capital increase that may result, immediately or in the future, from all the
issues carried out under the authorizations provided for in the eleventh, twelfth, thirteenth, fourteenth,
fifteenth, sixteenth and seventeenth resolutions of this Meeting, at a par value of €4,000,000, it being
recalled that, within the limit of this maximum amount:
- the issue(s) of ordinary shares or securities with retention of shareholders’ preferential subscription
rights, as per the eleventh resolution of this Meeting, may not result in a par value capital increase
of more than €1,450,000;
- the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of
shareholders’ preferential subscription rights, as per the twelfth, thirteenth and fourteenth
resolutions of this Meeting, may not result in a par value capital increase of more than €1,450,000;
- the amount of the shares and securities issued as consideration for contributions in kind, consisting
of shares or securities, granted to the Company under the fifteenth resolution may not exceed 10%
of the Company’s share capital;
- the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of
shareholders’ preferential subscription rights in favor of members of a savings scheme, as per the
sixteenth resolution, may not result in a par value capital increase of more than 0.2% of the share
capital outstanding on the date of the Board of Directors’ decision;
- the number of ordinary shares that may be subscribed to or purchased by beneficiaries of share
subscription or purchase options, as per the seventeenth resolution, may not exceed 3.4% of the
number of ordinary shares outstanding on the date of the Board of Directors’ decision;
It is hereby stated that the abovementioned amount does not take into account the par value of any
shares that may be issued to reflect adjustments made in accordance with applicable legal and
contractual provisions in order to uphold the rights of holders of securities granting entitlement to the
Company’s capital.