Ubisoft 2014 Annual Report Download - page 226

Corporate Information
2014
221
- fix the amounts of these issues and decide on subscription prices, the terms and conditions of
issues of shares or securities to be performed by virtue of this delegation and in particular their
vesting date, and the terms of their payment in full and delivery;
- decide on start and end dates for subscriptions;
- confirm the realization of the capital increase by means of issuance of ordinary shares up to the
amount of ordinary shares that shall be effectively subscribed to;
- at its sole discretion and where it sees fit, deduct capital increase fees from the amount of
premiums pertaining to these increases and deduct from this amount the amounts necessary to
ensure that the legal reserve is maintained at a tenth of the new capital after each increase;
- in general terms, perform all acts and formalities, take all measures, make all decisions and
conclude all useful or necessary agreements (i) in order to ensure the successful conclusion of the
issues performed by virtue of this delegation of authority and in particular for the issuance,
subscription, delivery, vesting and listing of the shares created, financial servicing of the new
shares and the exercise of rights attached thereto, (ii) in order to confirm the definitive realization of
these capital increase(s) and make modifications to the Articles of Association relating to these
capital increases, (iii) in order to proceed with the formalities subsequent to the realization of capital
increases and, generally speaking, do what is necessary.
This delegation 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 delegation with the same purpose.
THIRTEENTH RESOLUTION
(Delegation of authority to the Board of Directors to issue shares reserved for employees and
corporate officers of subsidiaries of the Company, as defined by Article L. 233-16 of the French
Commercial Code, whose registered office is located outside France)
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 the provisions of articles L. 225-129-2 and L.
225-138 of the French Commercial Code, hereby:
1. delegates to the Board of Directors the authority to issue ordinary shares in the Company, on one
or several occasions, subscription to which is reserved for employees and corporate officers of
subsidiaries of the Company, as defined by article L. 233-16 of the French Commercial Code,
whose registered office is located outside France (hereinafter “Subsidiaries”) and which may be
paid up in cash or by offsetting against receivables.
2. resolves (i) that the nominal amount of the Company’s capital increases performed by virtue of
this delegation, is fixed at 0.2% of the amount of share capital on the date of the Board of
Directors’ decision setting the start date for the subscription period, it being understood that this
limit 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 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
authorization, 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. takes notice that the Board of Directors may issue shares reserved for employees of Subsidiaries,
at the same time as, or independently of, one or several issues open to shareholders, employees
subscribing to a savings plan of the Group or third parties.
4. resolves that the subscription price for new shares shall be set by the Board of Directors on the
date when it sets the subscription start date, according to one of the following two methods, at the
discretion of the Board of Directors: