Ubisoft 2014 Annual Report Download - page 224

Corporate Information
2014
219
The acquisition, sale or transfer of these shares may be performed on one or several occasions and at
any time, excluding the public offering period for the Company’s shares.
The Board of Directors shall inform the shareholders, during each Annual General Meeting, of
purchases, transfers or cancellations of shares realized as such and of the allocation and, where
applicable, the reallocation, under the conditions provided for by law, of shares acquired for various
pursued objectives.
The General Meeting grants all powers to the Board of Directors, with the option to sub-delegate,
under the conditions provided for by law, to place all stock exchange or off-market orders, conclude all
agreements, prepare all documents (in particular information documents), perform (in accordance with
legal provisions) all allocations or reallocations of acquired shares, undertake all formalities and make
all declarations to all bodies and, generally speaking, do all that is necessary.
The General Meeting also grants all powers to the Board of Directors, if the law or the Autorité des
Marchés Financiers comes to extend or supplement the objectives authorized for share buyback
programs, for the purpose of preparing a description of the program comprising these modified
objectives.
This authorization is granted for a period of eighteen months from the date of this Meeting and in
respect of the unused portion, supersedes any previous authorization with the same purpose.
3.2.2 RESOLUTIONS WITHIN THE SCOPE OF THE EXTRAORDINARY
GENERAL MEETING
ELEVENTH RESOLUTION
(Authorization granted to the Board of Directors to reduce the share capital by cancelling shares)
The General Meeting, acting in accordance with the quorum and majority requirements for
extraordinary general meetings and having considered the Board of Directors’ report and the Statutory
Auditor’s special report, and acting in accordance with Article L. 225-209 of the French Commercial
Code, hereby authorizes the Board of Directors, at its sole initiative, on one or several occasions, to
reduce the share capital, within a limit of 10% of the Company’s capital per 24-month period, by
cancelling shares that the Company holds or may hold following purchases realized within the context
of share purchase programs authorized by the tenth resolution submitted to this Meeting, or share
purchase programs authorized before or after the date of this Meeting.
The General Meeting grants all powers to the Board of Directors, with the option to sub-delegate under
the conditions provided for by law, to perform these transactions within the limits and at the times it
shall specify, to determine the terms and conditions of these transactions, to make the necessary
attributions to all reserve, income or premium items, to confirm their realization, to make the necessary
modifications to the Articles of Association and, generally speaking, to make all decisions and
undertake all formalities.
This authorization is granted for a period of eighteen months from the date of this Meeting and in
respect of the unused portion supersedes any previous authorization with the same purpose.
TWELTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing shares
reserved for members of a savings plan of the Group)
The General Meeting, acting in accordance with the quorum and majority requirements for
extraordinary general meetings and having considered the Board of Directors’ report and the Statutory
Auditor’s special report, and pursuant to the provisions of articles L. 225-129-2, 225-138 and L. 225-
138-1 of the French Commercial Code and articles L. 3332-1 et seq. of the French Labour Code,
hereby: