Ubisoft 2013 Annual Report Download - page 219

Corporate Information
2013
214
The General Meeting notes that this authorization entails the shareholders’ waiver of their
preferential subscription rights to ordinary shares to which the securities issued on the basis of this
authorization would grant entitlement.
The Board of Directors shall be fully empowered, with the option to further delegate within legal
prescribed manners, to implement this resolution, particularly to draw up the list of shares or
securities given in exchange, set the exchange ratio and, where appropriate, the amount of any
balance to be paid in cash, to deliberate, on the basis of the report from the Contribution Auditor(s)
provided for in the first and second par
agraphs of Article L. 225-147 referred to here-
above, on the
evaluation of the contributions and the granting of special benefits, record the completion of the
capital increases carried out in accordance with this authorization, amend the Articles of Association
accordingly and carry out all formalities, make all declarations and request any authorization that
may be necessary for the carrying out of these contributions.
This authorization is granted for a period of twenty
-six months from the date of this Meeting.
TWENTY
-FIRST RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing shares
reserved for members of a Group savings scheme
)
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 Statutory Auditors’
special report, and deliberating in accordance with Articles L. 225
-129, L. 225-129-2, L. 225-129-
6 and
L. 225
-138-1 of the French Commercial Code and Articles L. 3332-
1 et seq. of the French
Employment Code:
1°)
delegates to the Board of Directors its authority to increase the share capital –
at its sole
discretion, on one or more occasions, according to the timing and in the form of its choosing and
within legal prescribed manners – by issuing ordinary shares or
securities granting entitlement to
the Company’s ordinary shares, whether existing or to be issued, to be subscribed to in cash,
reserved for members of a Group savings scheme of the Company and/or of the companies or
consortia related to it under the terms of Article L. 225-180 of the French Commercial Code.
2°)
resolves that (i) the par value of any immediate or future increase in the Company’s share capital,
resulting from all the issues carried out under this authorization, shall be set at 0.2% of the
share
capital outstanding on the date when the Board of Directors makes its decision, it being stated
that this maximum amount is set without taking into account the par value of any ordinary shares
in the Company that may be issued to reflect adjustments
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 par value of
Company share capital incr
eases that may be carried out either immediately or in the future,
resulting from the issues made under this authorization, shall be included in the maximum
amount of €4,000,000 set out in the twenty-third resolution.
3°)
resolves to waive shareholders’ p
referential rights to subscribe to ordinary shares or securities
granting entitlement to ordinary shares to be issued under this authorization, in favor of members
of a Group savings scheme.
4°)
resolves that the subscription price for the shares or
securities issued shall be decided in the
manner set out in Articles L. 3332-18 to L. 3332-23 of the French Employment Code.
5°)
resolves to set the maximum discount offered under a savings scheme at 15% of the average
opening price of Ubisoft Entertainme
nt SA shares on Euronext Paris during the twenty trading
sessions prior to the date of the decision setting the start date for subscriptions; it being stated
that the Board of Directors may reduce this discount as it sees fit, in particular if members of a
company savings scheme are offered securities on the international market and/or abroad in
order to meet the requirements of applicable local legislation.