Ubisoft 2013 Annual Report Download - page 220

Corporate Information
2013
215
6°) further resolves that the Board of Directors may also grant to the aforementioned beneficiaries
bonus shares or other securities granting entitlement to the Company’s share capital, pursuant to
legal and regulatory provisions, in substitution for all or part of the discount referred to in 5) above
and/or as a matching contribution by the Company, i
t being understood that the benefit arising
from this allocation may not exceed the limits provided for by Articles L. 3332-21 and L. 3332
-11
of the French Employment Code.
Each capital increase may only be carried out within the number of shares subscribed to by the
aforementioned beneficiaries, either individually or through company mutual funds or open
-
ended
investment companies governed by Article L. 214
-40-
1 of the French Monetary and Financial Code.
The Board of Directors shall be fully empowered, with the option to further delegate within legal
prescribed manners, to implement this authorization in compliance with the terms set out above and,
in particular, for the purposes of:
-
deciding on the features, amount, terms, rules and procedures for all issues;
- deciding whether the shares may be subscribed to directly by members of a savings scheme or via
company mutual funds or open-ended investment companies governed by Article L. 214-40-
1 of
the French Monetary and Financial Code;
-
deciding on the relevant companies and beneficiaries;
- deciding on the nature and terms and conditions of the capital increase, as well as the terms and
conditions of the issue;
-
where applicable, setting the length-of-
service conditions to be met by the beneficiaries in order to
subscribe to new ordinary shares or securities issued as a result of the capital increases covered
by this resolution;
- setting the amounts of these issues and deciding on the subscription prices, terms and conditions
of any issues of shares or securities t
hat may be carried out under this authorization and, in
particular, their cum-rights date and the procedure for paying them up and settling them;
-
setting the subscription start and end dates;
-
recording the completion of the capital increase through the is
sue of ordinary shares to within the
number of ordinary shares that will actually be subscribed to;
- at its sole discretion and should it see fit, charging the expenses incurred on capital increases to
the premiums related thereto and deducting the amounts
required to ensure that the legal reserve
represents one tenth of the new capital following any increase;
- generally, carrying out all acts and formalities, taking any measures or decisions and entering into
any agreements that may be appropriate or necess
ary to (i) ensure that the issues made under
this authorization are successfully completed, in particular as regards the issue, subscription,
settlement, exercise, listing of the created securities, the servicing of the new shares and the
exercise of right
s attached thereto, (ii) record the completion of the capital increase(s), amending
the Articles of Association to reflect said capital increase(s), (iii) carry out the formalities relating to
the completion of the capital increases and, generally, do whatever is necessary.
This authorization is valid for a period of twenty
-
six months from the date of this Meeting and, in
respect of the unused portion, supersedes any previous authorization having the same purpose.
TWENTY
-SECOND RESOLUTION
(
Authorization
granted to the Board of Directors to grant ordinary shares in the Company free of
charge referred to in articles L. 225
-197-1 and seq. of the French Commercial Code)
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, in accordance with Articles L. 225
-197-
1 et seq. of the French Commercial
Code: