Ubisoft 2009 Annual Report Download - page 190

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186
TWELFTH RESOLUTION
(Delegation of authority to the Board of Directors to increase the share capital by issuing, with waiving
of preferential subscription rights by way of a public offering, shares and/or securities granting
entitlement to the Company’s capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for extraordinary general meetings, and having read the Board of Directors’ report and
the Statutory Auditors’ special report, deliberating in accordance with articles
L. 225-129 et seq. of the French Commercial Code, particularly articles L. 225-129-2,
L. 225-135, L. 225-136 and L. 225-148 and articles L. 228-91 et seq. of said Code:
1) delegates to the Board of Directors its authority to issue, on one or more occasions, in the
proportions and according to the timing of its choosing, either in France or abroad and by way of
a public offering, with waiving of preferential subscription rights:
(a) shares in the Company;
(b) securities granting entitlement by any means, whether immediately or in the future, to
existing shares or shares that are to be issued in the Company,
(c) securities granting entitlement by any means, whether immediately or in the future, to
existing shares or shares to be issued in a company in which the Company directly or
indirectly owns at least half of the share capital.
It is hereby stated that the subscriptions may be carried out either in cash or by offsetting against
receivables.
Securities other than shares issued under this resolution may be issued in euros, a foreign
currency or any other accounting unit established by reference to a basket of currencies, and may
be subscribed to in cash or by offsetting against receivables.
2) resolves that the maximum par value of share capital increases that may be carried out
immediately and/or in the future under this authorization and the authorization granted in
accordance with the thirteenth resolution may not exceed €1,450,000, it being stated that (i) this
maximum amount is set without taking into account the number of ordinary shares that may be
issued to reflect adjustments to be made in accordance with applicable legal and contractual
provisions, in order to uphold the rights of holders of securities or other rights granting entitlement
to the Company’s share capital, and that (ii) the maximum par value of share capital increases
that may be carried out immediately and/or in the future under this authorization shall be included
in the overall maximum amount of €4,000,000 provided for in the eighteenth resolution.
3) resolves to waive shareholders’ preferential subscription rights for securities to be issued, it being
noted that the Board of Directors may grant shareholders priority subscription in respect of any
part of the issue, for the period and on the terms of its choosing. Said priority subscription shall
not create marketable rights but, should the Board of Directors see fit, may be exercised both as
of right and on an excess basis.
4) resolves that, should subscriptions from shareholders and the general public not cover the full
issue of shares or securities as defined above, the Board may use one or more of the following
options in any order it sees fit:
- where necessary, limit the issue to the amount of subscriptions, provided legal prescribed
conditions have been met,
- freely allocate all or part of unsubscribed shares and/or other securities.