Ubisoft 2013 Annual Report Download - page 214

Corporate Information
2013
209
Should debt securities be issued, the Board of Directors shall be fully empowered – with the option of
further delegating to the Chairman
–
principally to decide whether or not said securities should be
subordinated, set their interest rate, term, fixed or variable redemption price with or without premium,
the amortization method depending on market conditions and the terms on which said securities shall
grant entitlement to Company shares.
SEVENTEENTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing, with waiving
of preferential subscription rights by way of a public offering, 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 Articles L. 225
-129-2, L. 225-135, L. 225-136 and L. 225-
148 and
Articles L. 228
-91 et seq. of said Code:
1°)
delegates to the Board of Directors its authority to issue, on one or more occasions and according
to the amounts and timing of its choosing, either in France or abroad and by way of a public
offering, with waiving 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 ent
itlement 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 establish
ed by reference to a basket of currencies, and may
be subscribed to in cash or by offsetting against receivables.
2°)
resolves that the maximum par value of share capital increases that may be carried out
immediately and/or in the future under this auth
orization and the authorization granted in
accordance with the eighteenth resolution may not exceed €1,450,000, it being stated that (i) this
maximum amount is set without taking into account the number of ordinary shares that may be
issued to reflect adju
stments 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 capit
al 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 twenty-third resolution.
3°)
resolves to waive shareholders’ preferential sub
scription rights for securities to be issued, it being
noted that the Board of Directors may grant shareholders priority subscription in respect of any
part of the issue for the period and on the terms of its choosing. Said priority subscription shall not
create marketable rights but may be exercised both as of right and on an excess basis should the
Board of Directors see fit.
4°)
resolves that, should subscriptions from shareholders and the general public not cover the full
issue of shares or securities
as defined above, the Board may use one or more of the following
options in any order it sees fit: