Ubisoft 2013 Annual Report Download - page 216

Corporate Information
2013
211
The Board of Directors shall be fully empowered, with the option to further delegate within legal
prescribed manners, to implement this authorization and, in particular, to decide on the dates and
terms for such issues, as well as the form and features of the securities to be created, approve the
price and conditions applicable to the issues, set the amounts to be issued, set the subscription dates
and cum
-rights dates – even back-dated –
of the securities to be issued, decide on the manner in
which the shares or other securities issued will be paid up, the listing of the created securities, the
servicing of the new shares and the exercise of the rights attached thereto, where appropriate to set
their stock market buyback terms and, in general, do whatever is necessary and enter into any
agreements in order to successfully complete the planned issues, record the capital increase(s)
resulting from any issues carried out under this authorization and amend the Articles of Association
accordingly. Moreover, the Board of Directors or its Chairman may charge any costs incurred to the
issue premium(s), in particular, expenses, duties and fees incurred as a result of
the issues.
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.
EIGHTEENTH 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 an offer as referred to in Paragraph II of Article L.411
-
2 of
the French Monetary and Financial Code, 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 and L. 225-136 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, by way of an offer as
referred to in Article L. 411-2 II of the French Monetary and Fi
nancial Code (i.e. an offer (i) to
persons providing a portfolio management investment service on behalf of third parties or (ii) to
qualified investors or to a restricted group of investors, provided that these investors are acting on
their own behalf), 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) s
ecurities 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 sub
scriptions 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 established by reference to a basket of cu
rrencies, 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 authorization may not exceed €1,450,0
00, it being
stated that: