Ubisoft 2000 Annual Report Download - page 24

UBI SOFT / REFERENCE DOCUMENT
exercising of the warrants, to make any amendments to the Articles
of Association which this makes necessary regarding the amount
of the company’s share capital and the number of shares which
represent it, to carry out any legal formalities and, where
appropriate, to charge all expenses generated by such increases
in capital to the corresponding issue premiums.
Authorization to issue these warrants is granted for a period of one
year from the present Meeting.
Number of SSWs to be issued: the number of SSWs to be issued
shall be calculated as follows:
N = 300,000 USD
Po
N. = Number of SSWs
Po = The average share price over ten consecutive trading days cho-
sen from among the 20 trading days preceding the date on
which the SSWs are granted by the Board of Directors.
300,000 USD = the conversion into euros shall be calculated using
the conversion rate published in the Financial Times on the day pre-
ceding the granting of the SSWs.
Warrant issue price: 0.01
Subscription price: each SSW gives its bearer the right to subscribe
one (1) company share.
Negotiability: The SSWs are not transferable and will not be the
subject of any request for admission to any regulated market.
The SSWs shall be held exclusively in a pure registered form.
Exercise procedure: The SSWs may be exercised during a period of
five years from the date they are granted. SSWs not exercised within
five years shall be void.
SSW strike price: Po, i.e. the average share price over ten consecu-
tive trading days chosen from among the twenty closing prices pre-
ceding the date on which the SSWs are granted by the Board of
Directors.
The new shares arising from the exercising of the subscription war-
rants shall be the subject of a request for official stock market listing
on the Paris Euronext Premier Marché.
The new shares shall bear interest from the first day of the financial
year in which the SSWs are exercised, and shall be treated in exact-
ly the same way as older shares. They shall enjoy the same rights,
and shall be subject to all statutory provisions and provisions of the
General Meetings.
Maintenance of the rights of SSW holders: In accordance with
Article 225-154 of the Commercial Code and Articles 171 to 174 of
Decree 67-236 dated March 23, 1967, so long as there are valid
SSWs in existence (a) the issuing of securities which include a pre-
emptive right on a regulated market, (b) the increasing of capital by
incorporating reserves, profits or issue premiums and by allocating
bonus shares, or the division or consolidation of shares, (c) the
incorporation into capital of reserves, profits or issue premiums by
increasing the share face value, (d) the distribution of reserves in
cash or portfolio securities, (e) absorption, merger, demerger, (f) the
allocation of compound or simple shares to shareholders free of
charge, and (g) the buying back by the company of its shares, may
only be carried out on condition that the rights of SSW bearers are
reserved.
For these transactions the number of shares to be issued as the
SSWs are exercised shall be adjusted in such a way that the value of
the shares obtained if the SSWs are exercised after the transaction
is completed shall be identical to the value of those which would
have been obtained if an SSW had been exercised prior to this trans-
action. The following adjustment mechanisms shall be used:
(a) In the case of a transaction which includes a pre-emptive sub-
scription right, the new number of shares which can be obtained
by exercising an SSW shall be determined by multiplying the
number of shares which could have been obtained by exercising
an SSW before the start of the transaction in question by the
ratio:
Share value excluding subscription right
increased by the value of the subscription right
Share value excluding subscription right
In calculating this ratio, the value of the share excluding subscrip-
tion right and that of the subscription right itself shall be determined
based on the average of the opening market prices for all the trading
days included in the subscription period.
(b) In the case of an increase in capital by incorporating reserves,
profits or issue premiums and allocating bonus shares, or in the
case of the division or consolidation of shares, the new number
of shares which can be obtained by exercising an SSW shall be
determined by multiplying the number of shares which could
have been obtained by exercising an SSW before the start of the
transaction in question by the ratio:
Number of shares composing the share capital after the transaction
Number of shares making up the capital before the transaction
(c) In the case of the incorporation into capital of reserves, profits or
issue premiums by increasing the share face value, the face value
of the shares which can be obtained by exercising the warrants
shall be raised by the same proportion.
(d) Distribution of reserves in cash or in portfolio securities
The new number of shares which can be obtained by exercising an
SSW shall be determined by multiplying the number of shares which
could have been obtained by exercising an SSW before the start of
the transaction in question by the ratio:
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