Ubisoft 2014 Annual Report Download - page 223

Corporate Information
2014
218
NINTH RESOLUTION
(Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President)
The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-
MEDEF corporate governance code of June 2013, which constitutes the Company’s reference code in
compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the
quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion
on the elements of compensation due or granted to Mr. Christian Guillemot, Executive Vice President,
for the year ended March 31, 2014.
TENTH RESOLUTION
(Authorization to purchase, retain or transfer shares in Ubisoft Entertainment SA)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary
general meetings and having considered the Board of Directors’ report, hereby authorizes the Board of
Directors, with the option to sub-delegate under the conditions provided for by law, pursuant to the
provisions of articles L. 225-209 et seq. of the French Commercial Code and in accordance with the
applicable provisions of European Regulation no. 2273/2003 of December 22, 2003 and of the
General Regulations of the Autorité des Marchés Financiers, to purchase, retain and transfer shares in
the Company, up to a maximum number of shares representing 10% of the share capital existing at
any given time; this percentage shall apply to the share capital adjusted based on transactions carried
out after this Shareholders’ meeting, it being specified that the maximum buyback percentage of
shares acquired by the Company with a view to retaining them for delivery at a later date as payment
or in exchange for future acquisitions is limited to 5% of the share capital in accordance with the law.
These purchases and sales of shares may be carried out for any purpose permitted by law and
regulation, either in force now or in the future, and in particular:
- to ensure the liquidity and support the second market of the Ubisoft Entertainment SA share using
an investment services provider acting independently in accordance with the code of ethics
recognized by the Autorité des Marchés Financiers,
- to remit shares upon the exercise of rights attached to securities giving entitlement by any means,
whether immediately or over time, to the Company’s share capital,
- to grant shares to employees and corporate officers of the Ubisoft Group under any arrangement
authorized by law and, in particular, via a company profit-sharing scheme, any company savings
scheme, any bonus share grant plan, or any stock option plan for some or all of the Group’s
employees or corporate officers,
- to retain shares for delivery at a later date in exchange or as payment for future acquisitions up to
a limit of 5% of the existing share capital,
- to cancel shares subject to approval of the eleventh resolution submitted to this Meeting,
- to implement any market practice that is or may come to be recognized by law or the Autorité des
Marchés Financiers.
The maximum authorized unit purchase price, excluding charges, is €30, i.e. a maximum amount of
€317,774,190 based on the share capital as of April 30, 2014, it being specified that the maximum unit
purchase price and the maximum program amount shall be adjusted in the event of capital increases
via the capitalization of reserves, allocation of free bonus shares, and/or stock split or reverse stock
split.
The use of this authorization may not cause the number of shares held directly or indirectly by the
Company to exceed 10% of the number of shares making up the share capital.
Shares may be purchased, sold or transferred by any means. These means include over-the-counter
transactions, sales of blocks of shares, sale and repurchase agreements, use of any derivative
financial instrument traded on a regulated market or over the counter, and implementation of optional
strategies, under the conditions authorized by the Autorité des Marchés Financiers.