Ubisoft 2014 Annual Report Download - page 235

Corporate Information
2014
230
12. grants full powers to the Board of Directors, in accordance with legal and regulatory provisions,
to implement this delegation, and in particular to:
- determine certain features of preference shares that would be necessary in order to
implement bonus preference share grant plans in accordance with the provisions of this
resolution,
- attach, if the Board of Directors decides to do so, additional conditions to the rules for
conversion of preference shares into ordinary shares of the Company referred to above,
- set the terms according to which the preservation of the rights of holders of securities or
other rights giving entitlement to capital shall be ensured, where applicable, in accordance
with applicable legal and regulatory provisions and, where applicable, with applicable
contractual stipulations providing for other adjustments,
- where applicable, deduct amounts from the issue premium(s) and in particular charges
incurred due to the realization of issues, deduct from this amount the amounts necessary
to ensure the legal reserve is maintained at a tenth of the new capital after the capital
increase and, in general terms, take all useful measures and conclude all agreements in
order to ensure the successful completion of the planned issue, and
- generally speaking, take all useful measures, conclude all agreements, apply for all
authorizations, undertake all formalities and do what is necessary to ensure the successful
completion of the planned issue or delay this, and in particular confirm the capital increase
resulting from any issue realized by means of this delegation and make the necessary
modifications to the Articles of Association, as established in this resolution, before
allocating the preference shares,
13. resolves that this delegation is valid for a period of thirty-eight months from the date of this
Meeting.
FIFTEENTH RESOLUTION
(Authorization granted to the Board of Directors to allocate ordinary and/or preference shares of the
Company free of charge as referred to in Articles L. 225-197-1 et seq. of the French Commercial Code
in favor of the employees and/or corporate officers of associated companies, with the exception of the
corporate officers of the Company)
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 Articles L. 225-197-1 et seq. of the French
Commercial Code, hereby:
1. authorizes the Board of Directors to allocate, on one or several occasions, existing shares in the
Company and/or those to be issued, free of charge, in favor of staff members or certain
categories of staff members, which it shall determine, from among the employees and/or
corporate officers of associated companies as defined by article L. 225-197-2 of the French
Commercial Code, with the exception of the corporate officers of the Company.
2. resolves that the shares allocated as such shall be ordinary and/or preference shares, whereby
the latter shall be subject to the condition precedent of adoption of the previous resolution.
3. resolves that the Board of Directors shall make allocations and determine the identity of the
beneficiaries and, where applicable, the conditions and criteria for allocation of shares within the
limits set out in this authorization.
4. resolves that bonus shares granted by virtue of this authorization and the number of ordinary
shares that may be created in the event of conversion of preference shares may not involve a
number of existing or new shares greater than 1.7% of the number of ordinary shares that
comprise the share capital of the Company on the date of the Board of Directors’ allocation
decision, it being understood that this limit is common to the limit referred to in the sixteenth
resolution of this Meeting: