Ubisoft 2008 Annual Report Download - page 245

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UBISOFT ANNUAL REPORT 2009
co r p o r a t e I n f o r m a t I o n 04
• where applicable, charging all expenses to the issue premium(s) and, in particular, those generated by the issues,
• where applicable, applying for admission of the new shares to trading on Euronext Paris or on any other regulated
market,
• entering into any agreements to ensure successful completion of the planned issues and amending the Articles of
Association accordingly,
• upholding the rights of holders of securities granting future entitlement to the Company’s share capital, in compliance
with applicable legal and regulatory provisions,
• and, in general, deciding on the terms and conditions governing transactions carried out under this resolution, recording
the completion of the capital increase and carrying out all legal formalities, in full compliance with the provisions of
Articles L.225-129-2 and L.225-138 of the French Commercial Code.
resolves that this authorisation shall be valid for a period of eighteen months from the date of this Meeting and that it supersedes 7.
any previous authorisation having the same purpose.
THIRTEENTH RESOLUTION
(Overall maximum amount of capital increases)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority requirements for shareholders’
extraordinary general meetings and having read the Board of Directors’ report sets, in accordance with Article L.225-129-2 of the
French Commercial Code, the overall maximum amount of the capital increase that may result, immediately or in the future, from
all the issues carried out under the authorisations provided for in the eighth, ninth, tenth, eleventh and twelfth resolutions of this
Meeting, at a par value of €4,000,000, it being recalled that, within the limit of this maximum amount:
• the issue(s) of ordinary shares or securities with retention of shareholders’ preferential subscription rights, as per the eighth
resolution of this Meeting, may not result in a par value capital increase of more than €1,450,000;
• the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of shareholders’ preferential subscription
rights, as per the ninth resolution of this Meeting, may not result in a par value capital increase of more than €1,450,000;
• the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of shareholders’ preferential subscription
rights in favour of members of a savings scheme, as per the tenth resolution, may not result in a par value capital increase of
more than 0.2% of the share capital outstanding on the date of the Board of Directors’ decision;
• the number of ordinary shares that may be subscribed to or purchased by beneciaries of share subscription or purchase options,
as per the eleventh resolution, may not exceed 3.4% of the number of ordinary shares outstanding on the date of the Board of
Directors’ decision;
• the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of shareholders’ preferential subscription
rights in favour of the employees and corporate ofcers of the Company’s subsidiaries as dened by Article L.233-16 of the French
Commercial Code, that have their registered ofces outside France, as per the twelfth resolution, may not result in a par value
capital increase of more than 0.4% of the share capital outstanding on the date of the Board of Directors’ decision setting the
subscription period start date.
It is hereby stated that the abovementioned amount does not take into account the par value of any shares that may be issued to
reect adjustments made in accordance with applicable legal and contractual provisions in order to uphold the rights of holders
of securities granting entitlement to the Company’s capital.