Ubisoft 2006 Annual Report Download - page 172

UBISOFT • FINANCIAL REPORT 2007
NINETEENTH RESOLUTION
(Authorization given to the Board of Directors to
grant options to subscribe for and/or purchase ordi-
nary shares)
The General Meeting, having met the quorum and majo-
rity conditions required for Extraordinary General
Meetings and having read the Board of Directors’ report
and the auditors’ special report:
1°) Authorizes the Board of Directors, pursuant to
Articles L. 225-177 et seq. of the French Commercial
Code, to grant, on one or more occasions, to the staff
members chosen by it from among the employees and offi-
cers of the company or of affiliated companies under the
conditions set out in Article L. 225-180 of the French
Commercial Code, options to subscribe for or purchase
ordinary shares in the company, with the understanding
that, pursuant to the provisions of Article L. 225-182 of
the Commercial Code, the Board of Directors may not
grant options to officers and employees of the company or
affiliated companies under the conditions set out in Article
L. 225-180 of the Commercial Code who hold more than
10% of the share capital.
2°) Resolves (i) that the number of ordinary shares that may
be subscribed for or purchased by those exercising the
options granted by the Board of Directors under this autho-
rization may not exceed 3.5% of the number of ordinary sha-
res existing on the date of the Board of Directors’ grant
decision, with the understanding that this maximum is set
without regard to the face value of the company’s ordinary
shares that may be issued to reflect adjustments made, in
accordance with the law and applicable contractual provi-
sions, to protect the rights of holders of securities or other
rights granting entitlement to the capital, and (ii) that the
nominal amount of the increase in the company’s share capi-
tal resulting from subsequent issues of ordinary shares car-
ried out by virtue of this authorization is included in the
maximum of €4,000,000 set out in the twenty-third resolu-
tion.
3°) Resolves that the subscription or purchase price of the
ordinary shares paid by those receiving the options will be
set by the Board of Directors on the date on which it grants
the options to the recipients, subject to the following limi-
tations:
- with regard to options to subscribe for ordinary shares,
the subscription price of the ordinary shares may not be
less than the applicable limit set out in Article L. 225-177
of the French Commercial Code as of the grant date;
- with regard to options to purchase ordinary shares, the
purchase price of the ordinary shares may not be less
than the applicable limit set out in Articles L. 225-177
and L. 225-179 of the French Commercial Code as of the
grant date.
The price set for the subscription or purchase of ordinary
shares may not be modified during the term of the option,
other than for adjustments that must be made by the Board
of Directors pursuant to applicable laws and regulations.
4°) Notes that the options may not be granted by the
Board of Directors:
•during the 10 trading sessions preceding and following
the date on which the consolidated financial statements,
or failing these, the annual company financial state-
ments are published;
•during the period between the date on which the com-
pany’s corporate officers become privy to information
that, if it were made public, could have a significant
impact on the market price of the company’s shares and
the date 10 trading sessions after that on which such
information is made public;
•within 20 trading sessions after a coupon entitling its
holder to a dividend or share capital increase is detached
from the shares.
5°) Resolves that the options to subscribe for and purchase
ordinary shares granted under this authorization must be
exercised within a maximum of 10 years from the grant
date.
6°) Notes that, under this authorization, the shareholders
explicitly waive their pre-emptive right to subscribe for the
ordinary shares that will be issued as the stock options are
exercised by the recipients thereof. The share capital increase
resulting from the exercise of stock options will be deemed to
have been duly effected on the sole basis of a statement that
the option was exercised, accompanied by the application
form and payment of the respective amount either in cash or
offset against debts due.
The General Meeting grants full powers to the Board of
Directors, with the right of delegation under the condi-
tions provided by law, to:
- set, under the conditions and within the limits established
by law, the dates on which the options will be granted;
- determine the list of option recipients, the number of
options granted to each recipient, and the conditions
under which the options may be exercised;
- define the validity period of the options, with the unders-
tanding that the options must be exercised within a maxi-
mum period of 10 years;
- define the date(s) or period(s) for exercising the options,
with the understanding that the Board of Directors may
(a) move the dates or exercise periods of the options for-
ward, (b) ensure that the options can continue to be
exercised, or (c) modify the dates or periods during
which the shares obtained by exercise of the options may
not be sold or converted to bearer shares;
- define the conditions under which the options may be
exercised and, in particular, limit, suspend, restrict or
prohibit (a) exercise of the options or (b) transfer of the
ordinary shares obtained through exercise of the options
during certain periods or as of certain events; this deci-
sion may (i) apply to any or all of the options and (ii)
concern any or all of the option recipients. These condi-
tions may include clauses prohibiting the exercise of the
options during one or more periods, as well as clauses
prohibiting the immediate resale of any or all of the ordi-
nary shares, but may not require that the shares be
retained for more than three years following the exercise
date;
- fix the dated date, including retroactively, of the new
ordinary shares resulting from the exercise of the stock
options;
- take the necessary steps, in the cases provided by law, to
protect the interests of option recipients under the
conditions set out in Article L. 228-99 of the French
Commercial Code;
- more generally, sign all agreements, prepare all docu-
ments, note all share capital increases resulting from the