Ubisoft 2013 Annual Report Download - page 209

Corporate Information
2013
204
TENTH RESOLUTION
(
Renewal of the term of a statutory auditor)
The General Meeting, deliberating in accordance with the quorum and majority requirements for
ordinary general meetings and having noted that the term of the statutory auditor KPMG SA is expiring
at the end of the this meeting, resolves to renew said term for six years, i.e. until the end of the
Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended
March 31, 2019.
ELEVENTH RESOLUTION
(
Appointment of an alternate auditor)
The General Meeting, deliberating in accordance with the quorum and majority requirements for
ordinary general meetings and having noted that the term of Mr. Prashant Shah, alternate auditor, is
expiring at the end of the this meeting, resolves to appoint as his replacement KPMG Audit IS, for a
term of six years, i.e. until the end of the Ordinary General Meeting of Shareholders convened to vote
on the accounts of the fiscal year ended March 31, 2019.
TWELTH RESOLUTION
(
Authorization to buy back, retain or transfer Ubisoft Entertainment SA shares)
The General Meeting, deliberating in accordance with the quorum and majority requirements for
ordinary general meetings and having read the Board of Directors’ report, authorizes the Board of
Directors
– with the option to further delegate within
legal prescribed manners, pursuant to the
provisions of Articles L. 225
-
209 et seq. of the French Commercial Code and in accordance with the
applicable provisions of European Regulation 2273/2003 of December 22, 2003 and the General
Regulations of the AM
F (Autorité des Marchés Financiers) –
to buy, retain and transfer Company
shares, within a maximum of 10 % of the share capital that may exist at any given moment. This
percentage applies to the capital adjusted on the basis of transactions affecting it subsequent to this
Meeting. It is noted that the maximum percentage of shares bought back by the Company in order to
be retained and subsequently used as consideration or exchange in acquisitions is limited to 5% of the
share capital as prescribed by law.
Shares may be bought and sold for any purpose currently authorized or that may be authorized in
future under applicable laws and regulations, and in particular the following:
-
to ensure the liquidity and market-making in the secondary market for Ubisoft
Entertainment SA
shares by an investment services provider acting independently in accordance with the code of
ethics recognized by the AMF;
- to release shares upon exercise of rights attached to securities giving entitlement to the
Company’s share capital by any means, whether immediately or in the future;
- 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 bo
nus 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 share capital;
-
to cancel shares, subject to approval of the fourteenth resolution submitted to this Meeting;
-
to implement any market practice that is or may come to be recognized by law or the AMF.
The maximum authorized unit purchase price, not including expenses, is €30 (i.e. a maximum of
€288,235,020 based on the share capital at April 30, 2013), it being stated that in the event of a capital
increase through capitalization of reserves, allocation of bonus shares and/or stock split or
consolidation, the maximum unit purchase price and the overall maximum program amount shall be
adjusted accordingly.