Ubisoft 2000 Annual Report Download - page 23

>>> TWENTY-FIRST RESOLUTION
>>> (Authorization to the Board of Directors to grant options to
subscribe and/or purchase shares)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings and acquainted itself with the
report by the Board of Directors and the special report by the statu-
tory auditors, the Extraordinary General Shareholders Meeting
authorizes the Board of Directors, in accordance with Article L 225-
177 et seq. of the Commercial Code to grant, in one or more tranches,
to employees of the Company and its subsidiaries, options giving
the right to subscribe to company shares (subscription options) and
purchase company shares (purchase options):
>to use this authorization within thirty-eight months from the date
of this General Meeting;
>to note that this authorization entails the explicit waiving by the
shareholders of their pre-emptive right to subscribe to the shares
which are issued as the beneficiaries of stock subscription options
exercise those options.
The Board of Directors may not grant options to officers and
employees of the company and its subsidiaries who hold more than
10% of the share capital, pursuant to Article L 225-182 of the
Commercial Code.
The number of shares resulting from the subscription and purchase
options shall not exceed 2.5% of the number of shares making up
the share capital at the moment when this power is used by the
Board of Directors, before including any shares issued in the event
that stock subscription options are granted and exercised, subject to
any adjustments likely to be needed.
The Board of Directors shall set the price at which beneficiaries of
options may subscribe or buy shares on the day on which the bene-
ficiaries are granted their options. However:
>the price of subscription options shall not be less than 80% of the
average opening price during the twenty trading sessions preceding
the day of the Board meeting at which such options are granted;
>the price of purchase options shall not be less than 80% of the
average purchase price of shares held by the Company under Article
L 225-209 of the Commercial Code.
The General Meeting gives the Board of Directors full powers to fix
the maximum period during which such options may be exercised,
which shall not exceed ten (10) years from the allocation date, and
the period for which the beneficiaries must retain their shares from
the date on which they exercise their options.
In accordance with Article L 225-184, each year the Board of
Directors shall inform the shareholders of transactions carried out
under this resolution in a special report to the Ordinary General
Meeting.
In the event that stock subscription options are granted to persons
domiciled or residing in a foreign country, or to persons domiciled or
residing in France but subject to a foreign tax system, the Board of
Directors may adapt the terms governing the stock subscription
options in order to meet the requirements of the foreign laws in
question and optimize tax treatment. To this end the Board may, at
its sole discretion, adopt one or more sub-plans for each category of
employees which are subject to foreign law. Certain stock subscrip-
tion options may be intended as incentive stock options within the
meaning of the United States Internal Revenue Code and may be
subject to additional conditions, in the spirit of the plan, in order to
meet the requirements of this particular system.
The increase in share capital resulting from the exercising of sub-
scription options shall be irrevocably completed by the declaration
that the option is to be taken up, accompanied by the subscription
form and cash payment of the corresponding amount.
The Board of Directors is invested with the powers necessary to
complete all official formalities and make the corresponding amend-
ments to the amount of share capital stipulated in the Articles of
Association.
>>> TWENTY-SECOND RESOLUTION
>>> (Authorization to issue share subscription warrants to Mark
Salyer Consulting Inc)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings in accordance with Article L 228-95
of the Commercial Code, and having heard the report by the Board
of Directors and the special report by the statutory auditors, the
General Meeting:
>authorizes the Board of Directors to issue warrants conferring on
their holders the right to subscribe to company shares (Share
Subscription Warrants);
>hereby decides to cancel the pre-emptive right of shareholders to
subscribe to the warrants to be issued to Mark Salyer Consulting
Inc, represented by Mr Mark Salyer.
The decision of the General Meeting entails, on behalf of the holder
of the Share Subscription Warrants (SSWs), the explicit waiving by
the shareholders of their pre-emptive right to subscribe to the sha-
res which are to be issued as a counterpart to the exercising of the
said SSWs;
>hereby authorizes the Board of Directors to increase the share
capital to a maximum nominal amount of FF30,000 (i.e. 4573.470)
in order to permit Mark Salyer Consulting Inc, represented by Mr
Mark Salyer, to exercise its subscription right;
>hereby grants the Board of Directors power to determine the number
of subscription warrants, in accordance with the measures adopted
by the General Meeting, to take note of any permanent increase in
capital resulting from the issuing of new stock following the
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