Ubisoft 2013 Annual Report Download - page 212

Corporate Information
2013
207
- setting the conditions of issue, the amount and nature of sums to be capitalized, setting the
number of new shares to be issued and/or the amount by which the par value of existing
shares in the share capital shall be increased, deciding the date – even back-dated –
from
which the new shares shall bear rights or the date on which the p
ar value increase shall take
effect;
-
resolving, in the event that bonus shares are distributed, that the rights to fractions of shares
are not marketable and that the corresponding shares shall be sold, and that the proceeds of
the sale shall be allocate
d to the holders of the rights within legal prescribed manners and in
accordance with the regulations;
-
setting and making adjustments to take into account the impact of transactions on the
Company’s share capital and setting the terms by which the right
s of holders of securities
granting entitlement to the Company’s share capital shall be upheld, where applicable;
-
recording the completion of each capital increase and amending the Articles of Association
to reflect said capital increases;
- generally, e
ntering into any agreement, taking any measures and carrying out any formalities
that may be appropriate relating to the issue, listing and servicing of the securities issued
under this authorization and the exercise of rights attached thereto or arising f
rom the
completion of the capital increases.
4°)
resolving that this authorization is granted for a period of twenty-
six months from the date of this
Meeting.
SIXTEENTH RESOLUTION
(
Delegation of authority to the Board of Directors to increase the share
capital by issuing, with
retention of preferential subscription rights, shares and/or securities granting entitlement to the
Company’s share capital
)
The General Meeting, deliberating in accordance with the quorum and majority requirements for
extraordinary general meetings and having read the Board of Directors’ report and the Statutory
Auditors’ special report, deliberating in accordance with Articles L. 225
-
129 et seq. of the French
Commercial Code, particularly Article L. 225
-129-2, and Articles L. 228-91 et seq. of said Code:
1°)
delegates to the Board of Directors, with the option to further delegate within legal prescribed
manners, its authority to issue, on one or more occasions and according to the amounts and
timing of its choosing, either in Fr
ance or abroad, with the retention of preferential subscription
rights for shareholders:
(a) shares in the Company;
(b)
securities granting entitlement by any means, whether immediately or in the future, to
existing shares or shares that are to be issued in the Company;
(c)
securities granting entitlement by any means, whether immediately or in the future, to
existing shares or shares to be issued in a company in which the Company directly or
indirectly owns at least half of the share capital.
It is hereby stated that the subscriptions may be carried out either in cash or by offsetting against
receivables.
Securities other than shares issued under this resolution may be issued in euros, a foreign
currency or any other accounting unit establishe
d by reference to a basket of currencies, and may
be subscribed to in cash or by offsetting against receivables. Warrants allowing subscription to
securities may be issued either by a subscription offer or in the form of bonus shares issued to
the holders of existing shares.