Ubisoft 2012 Annual Report Download - page 62

Management Report
2012
57
By virtue of an amendment to the Agreement dated April 5, 2011, the total figure allocated to the
Agreement was increased to €1.7 million.
3.3.4.3 DESCRIPTION OF THE SHARE BUYBACK PROGRAM SUBMITTED FOR THE
APPROVAL OF THE COMBINED GENERAL MEETING OF SEPTEMBER 24,
2012
Pursuant to Articles 241-2 and 241-3 of the AMF's general regulations, and to European regulation
2273/2003 of December 22, 2003, the Company describes below the share buyback program that will
be submitted for the approval of the Combined General Meeting of September 24, 2012.
Shares concerned: ordinary shares in Ubisoft Entertainment SA, listed on Euronext Paris, division B,
ISIN code FR0000054470
Maximum percentage of capital: 10% of the total number of shares making up the capital on the
buyback date, in other words - and based for guidance on the number of shares in circulation at April
30, 2012 (95,090,771), taking into account the number of shares held at May 14, 2012 (567,333
shares representing 0.597% of the capital): 8,941,744 or 9.403%
Maximum purchase price: a maximum of €285,272,310 based on the share capital as at April 30,
2012
Objectives:
- To ensure liquidity and market-making for the Ubisoft Entertainment SA stock via an investment
service provider acting independently in accordance with the code of ethics recognized by the
AMF;
- To hand over shares upon the exercise of rights attached to securities giving entitlement by any
means, whether immediately or over time, to the Company's share capital;
- To grant 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;
- To retain 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;
- To cancel shares on the condition that the Shareholders' Meeting of June 30, 2011 adopts the
corresponding resolution;
- To implement any market practice that is or may come to be recognized by law or the AMF.
Duration of authorization: 18 months from the Shareholders' Meeting of September 24, 2012.
Summary statements of transactions completed from May 13, 2011 (*) to May 14, 2012, the date
of this report
Percentage of own shares held directly and indirectly
0.597%
Number of shares canceled over the previous 24 months
N/A
Number of shares in portfolio (1)
567,333
Portfolio carrying amount
2,511,742.72€
Portfolio market value (2)
2,875,243.64€
(1) 400,000 shares were purchased on the market (assigned to employee shareholdings) under the 6th resolution of the Shareholders’ Meeting
of June 30, 2011 and the balance under the liquidity contract with Exane BNP Paribas.
(2) Closing price on May 14, 2012: €5.068
(*) In accordance with the provisions of AMF directive 2005-06, the period concerned starts on the day following the date on which the
statement of the previous program was drawn up.