Ubisoft 2013 Annual Report Download - page 215

Corporate Information
2013
210
- where necessary, limit the issue to the amount of subscriptions, provided prescribed legal
conditions have been met;
- freely allocate all or part of the unsubscribed shares and/or other securities.
5°)
duly notes that, where applicable, this authorization automatically entails the shareholders’
express waiver of their preferential subscription rights in favor of holders of securities granting
future entitlement to Company shares, to which such securities grant entitlement.
6°)
resolves that any amount accruing, or that should accrue, to the Company for each of the shares
and securities granting entitlement to the Company’s share capital that are or s
hall be issued
under this authorization shall, after inclusion of the warrant issue price in the case of the issue of
share subscription warrants, be at least equal to the minimum price provided for by legal and/or
regulatory provisions applicable on the d
ate of the issue, regardless of whether the securities to
be issued immediately or in the future are comparable to the shares that have already been
issued.
7°)
resolves that the maximum principal amount of debt securities may not exceed €400,000,000 or
th
e equivalent of this amount if issued in a foreign currency or any accounting units established
by reference to a basket of currencies on the date the decision is taken, it being stated that this
amount applies to all debt securities issued under the autho
rization granted to the Board of
Directors by this General Meeting and shall be included in the limit stipulated in 7) of the
eighteenth resolution.
8°)
resolves that the Board of Directors may use this authorization to issue, on one or more
occasions, sh
ares and/or securities granting immediate or future entitlement to a portion of the
Company’s share capital in consideration for shares included in any equity swap offer made by
the Company under Article L. 225-148 of the French Commercial Code involving t
he securities of
another company listed on one of the markets covered by said Article L. 225-
148 of the French
Commercial Code, and further resolves to waive shareholders’ preferential subscription rights to
said shares and securities in favor of the holders of such shares and securities.
This authorization entails an express waiver of shareholders’ preferential subscription rights
attached to the shares to which these securities may grant entitlement, whether immediately or in
the future, to the share capital of the Company.
The Board of Directors may, with the option to further delegate within legal prescribed manners:
-
set the exchange ratio and, where appropriate, the amount of any balance to be paid in cash;
- record the number of shares given in exchange;
-
set the amounts to be issued, determine the terms for the issue and the form of the securities;
-
record the difference between the issue price of the new shares and their par value in a
“Contribution premium” account under balance sheet liabilities, in
which all shareholders’
rights shall vest;
-
where applicable, charge all expenses and fees incurred as a result of the authorized
transaction to said “Contribution premium” account;
- generally, do whatever is necessary and enter into any agreements required
to successfully
complete the authorized transaction.
9°)
resolves that, in accordance with the provisions of Article L. 225-129-
2 of the French
Commercial Code, this authorization is granted to the Board of Directors for a period of twenty-
six months and,
in respect of the unused portion, supersedes any previous authorization having
the same purpose.