Ubisoft 2014 Annual Report Download - page 225

Corporate Information
2014
220
1. delegates to the Board of Directors its authority to resolve to increase the share capital, at its sole
initiative, on one or several occasions, at the times and in accordance with the terms it shall
specify, under the conditions provided for by law, by issuing ordinary shares or securities giving
entitlement to existing ordinary shares of the Company or those to be issued, for subscription in
cash, which are reserved for mermbers of a savings plan of the Group and/or associated
companies or groups within the meaning of article L. 225-180 of the French Commercial Code
and article L. 3344-1 of the French Labour Code.
2. resolves that (i) the nominal amount of the Company’s capital increases that may be carried out
immediately or in the future, resulting from all issues performed by virtue of this delegation, is
fixed at 0.2% of the amount of the outstanding share capital on the date of the Board of Directors’
decision, it being understood that this maximum amount is fixed without taking into account the
nominal amount of ordinary shares in the Company that may be issued for the purpose of
adjustments to be made in accordance with the law and applicable contractual stipulations in
order to protect the rights of holders of securities or other rights giving entitlement to the
Company’s share capital, and that (ii) the nominal amount by which the Company’s capital is
increased, immediately or in the future, resulting from issues performed by virtue of this
delegation, shall be deducted from the limit of €4,000,000 set out in the twenty-third resolution of
the Combined General Meeting of June 27, 2013.
3. resolves to waive, in favor of members of a savings plan of the Group, shareholders’ preferential
right to subscribe to ordinary shares or securities giving entitlement to ordinary shares to be
issued within the context of this delegation.
4. resolves that the subscription price of the shares or securities issued shall be determined under
the conditions defined in articles L. 3332-18 to L. 3332-23 of the French Labour Code.
5. resolves to fix the maximum discount offered within the context of a savings plan at 15% of the
average opening price of the Ubisoft Entertainment SA share on Euronext Paris over the twenty
trading days prior to the date of the decision setting the start date for subscriptions, it being
understood that the Board of Directors may reduce this discount where it sees fit, particularly in
the event that members of a company savings plan are offered shares on the international market
and/or abroad in order to meet applicable local legal requirements.
6. resolves that the Board of Directors may also allocate, in favor of the beneficiaries referred to
above, shares or other securities giving entitlement to the share capital of the Company free of
charge, in accordance with legal and regulatory conditions, in order to replace all or part of the
discount referred to in 5) and/or as a matching contribution by the Company, it being understood
that the benefit resulting from this allocation may not exceed the limits provided for in articles L.
3332-21 and L. 3332-11 of the French Labour Code.
Each capital increase will only be completed up to the amount of shares subscribed to by the
beneficiaries referred to above, individually or via corporate 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 will have all powers, with the option to sub-delegate under the conditions
provided for by law, to implement this delegation in accordance with the conditions set out above,
and in particular to: decide on the features, amount and terms of each issue:
- decide whether the shares may be subscribed to directly by participants in a savings plan or via
corporate mutual funds or open-ended investment companies governed by article L. 214-40-1 of
the French Monetary and Financial Code;
- determine the relevant companies and beneficiaries;
- determine the nature and terms of the capital increase and the terms of the issue;
- where applicable, set out the seniority conditions that beneficiaries must meet in order to subscribe
to ordinary shares or new securities to be issued within the context of capital increases within the
scope of this resolution;